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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended January 31, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to_______
Commission file number 0-23214
SAMSONITE CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 36-3511556
(State or other jurisdiction (I.R.S. employer
of incorporation or organization) identification no.)
11200 East 45th Avenue
Denver, Colorado 80239
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (303) 373-2000
Securities registered pursuant to Section 12(b) of the Act:
None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $.01 per share
(Title of class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes X No _____
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in part III of this Form 10-K or any amendment to this
Form 10-K. _____
As of April 21, 1998, the registrant had outstanding 20,420,902 shares of
Common Stock, par value $.01 per share. The aggregate market value of such
Common Stock held by non-affiliates of the registrant, based upon the closing
sales price of the Common Stock on April 21, 1998, as reported on the Nasdaq
National Market was approximately $382.8 million. Shares of Common Stock held by
each officer and director and by each person who owns 5 percent or more of the
outstanding Common Stock have been excluded in that such persons may be deemed
to be affiliates. This determination of affiliate status is not necessarily a
conclusive determination for other purposes.
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Section 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.
Yes X No_____
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INDEX
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PART I
Item 1. Business............................................................. 3
Item 2. Properties........................................................... 11
Item 3. Legal Proceedings.................................................... 11
Item 4. Submission of Matters to a Vote of Security Holders.................. 11
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters 12
Item 6. Selected Financial Data.............................................. 13
Item 7. Management's Discussion and Analysis of Financial Condition
and Results of Operations............................................ 16
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 29
Item 8. Financial Statements and Supplementary Data.......................... 29
Item 9. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure............................................. 29
PART III
Item 10. Directors and Executive Officers of the Registrant................... 30
Item 11. Executive Compensation............................................... 30
Item 12. Security Ownership of Certain Beneficial Owners and Management....... 30
Item 13. Certain Relationships and Related Transactions....................... 30
PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K...... 31
Signatures......................................................................... 32
Index to Consolidated Financial Statements and Schedule............................ F-1
Exhibit Index...................................................................... E-1
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PART I
ITEM 1. BUSINESS
GENERAL
Samsonite Corporation (the "Company") 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. American Tourister
products are also sold 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's fiscal year ends on January 31 and references to a fiscal year
denote the calendar year in which the fiscal year ended; for example, "fiscal
1998" refers to the 12 months ended January 31, 1998.
With sales of $736.9 million for fiscal 1998, the Company is a major factor in
the worldwide luggage market. Competition in the luggage market is highly
fragmented with the vast majority of individual competitors having less than 10%
of the Company's annual luggage sales. Samsonite offers the broadest range of
products in the luggage industry, including hardside suitcases, softside
suitcases, garment bags, casual bags, hardside and softside business cases and
other travel bags. Many of today's most successful luggage products and
features-such as suitcases on wheels; suitcases with a built-in luggage cart;
full-featured, structured garment bags; ultra-light, softside suitcases; and
recently, innovative new wheel systems-were introduced or popularized by
Samsonite.
The Company's products are sourced through a global network consisting of 14
Company-operated manufacturing facilities and various third-party suppliers
throughout the world. By operating its own facilities to produce hardside
luggage and more complex softside products, the Company is better able to
control manufacturing quality and achieve shorter product introduction lead
times and lower delivery costs. In addition, the Company takes advantage of its
global sourcing capabilities by buying basic products from various countries
when their product costs or exchange rates are particularly favorable. The
Company produces substantially all of its hardside products in Company-operated
plants in the United States, Belgium and France. Approximately two-thirds of the
Company's softside products are sourced from qualified vendors located
principally in the Far East, Eastern Europe and the Dominican Republic, with the
balance produced by the Company in the United States, Belgium, Italy, Mexico,
Spain, Hungary, and the Slovak Republic.
The Company's marketing and distribution strategy focuses on the broad middle
segment of the luggage market. In the United States, the Samsonite brand has
historically been positioned as high quality, innovative luggage, targeted at
frequent business travelers; the American Tourister brand has been positioned as
quality luggage at an affordable price; and the Lark brand has been positioned
as premium luggage targeted at first and business class travelers. In Europe,
the Samsonite brand enjoys more of a premium image than in the United States,
and is targeted at first class and frequent business travelers. The Company's
marketing theme centers around the Samsonite "Worldproof(TM)" brand image which
represents strength, durability, quality, and style.
The Company's products are sold throughout the world in more than 100
countries through approximately 23,000 retail outlets, including department and
specialty stores, catalog showrooms, mass merchant retailers, warehouse clubs
and Company-owned retail stores located primarily in factory outlet malls. In
addition, Samsonite licenses its trademarks for use on non-luggage products such
as travel accessories, personal leather goods, handbags and furniture. These
products are made and sold primarily by independent licensees which pay
royalties to Samsonite.
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RECENT EVENTS
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 (the "Recapitalization"),
pursuant to which the Company planned to pay a special cash dividend to
stockholders of $12.50 per share. Consummation of the Recapitalization 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 (which were
substantially retired on April 24, 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 Board is continuing to explore alternatives
to the $12.50 per share dividend Recapitalization (including transactions not
involving a controlling equity investment by a third party) which would permit
the Company to make cash payments to shareholders significantly greater than
$12.50, but significantly less than the $30.00 range previously discussed. No
assurances can be given, however, that any such transaction, including the
Recapitalization, will be consummated. The Company currently expects to reach a
decision by the end of May, 1998 as to which transaction, if any, will be
pursued. Any such transaction if pursued will be subject to satisfaction of
various conditions, including receipt of necessary financing.
The Company completed a tender offer on April 23, 1998 for $52.3 million out
of the $52.8 million outstanding principal amount of its 11 1/8% Series B
Subordinated Notes at a price of $115.35 per $100 of principal. The Company's
existing Senior Credit Facility was amended to allow for financing the
retirement of the Series B Notes from borrowings under the Senior Credit
Facility. 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 tender offer.
On March 23, 1998, the Company announced a restructuring of its Torhout,
Belgium manufacturing operations. The Company will record a charge of
approximately $2.6 million pre-tax 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 LUGGAGE MARKET
The worldwide luggage market covers a wide range of products, values and price
points. At the highest end of the market are luxury products (such as Louis
Vuitton and Gucci) that have prestige identities, high prices, and tightly
confined distribution. Beneath the luxury segment is the broad middle band of
the luggage market in which products are differentiated by features, brand name
and price. Within this band, unit sales volumes are largest at the middle and
lower prices. Product differentiation decreases and breadth of distribution
increases with decreasing price levels.
At the low end of the luggage market, unbranded products with few, if any,
differentiating features are sold in significant volumes and at low margins,
competing primarily on the basis of price.
In the United States, luggage is sold to consumers through (i) traditional
retail distribution channels, including department and specialty luggage stores
and national retail chains; (ii) catalog showrooms; and (iii) discount retail
distribution channels, including mass merchants, warehouse clubs and Company-
owned retail stores.
In Europe, luggage is sold to consumers primarily through traditional
distribution channels, primarily department and specialty luggage stores. In
the European discount channels, the Company is distributing several new product
lines, including its American Tourister brand. Samsonite operates one Company-
owned store in Northern Europe, one in Italy and one in Spain. The Company also
has two factory outlet stores, one in Italy and one in Spain. In addition,
Samsonite products are sold through a group of ten exclusive franchise stores in
Italy.
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PRODUCTS
The Company offers the broadest range of products in the luggage industry,
including hardside suitcases, softside suitcases, garment bags, casual bags,
hardside and softside (including leather) business cases and laptop computer
bags. Hardside suitcases and business cases typically consist of two plastic
shells held together by a hinge and secured closed by locking latches. The
plastic shells are made by injection molding or vacuum forming, some of which
use Samsonite's know-how, proprietary technology and unique designs. Softside
products are normally made of textile and closed by a zipper. They are often
supported by a frame and/or a pull handle and wheel assembly, including
proprietary Samsonite designs. Garment bags are designed to hold garments on
coat hangers, and can be opened while hanging up. Casual bags include duffle
bags and other bags that do not have a frame. Business and attache cases are
constructed of both softside and hardside materials. The following table sets
forth an estimate of the percentage of the Company's fiscal 1998 revenues from
sales of luggage and travel-related products by product type:
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Softside suitcases................................. 39%
Hardside suitcases................................. 29
Casual bags (softside)............................. 12
Garment bags (softside)............................ 6
Business cases (hardside and softside)............. 4
Other products (primarily non-luggage)............. 10
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100%
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The Company sells a full range of luggage products under each of its
Samsonite, American Tourister and Lark brand names. Although the positioning of
the Company's brands and its target consumers vary somewhat from market to
market, product lines within each brand are designed to appeal to targeted
consumer groups. The following table sets forth, for each of the Company's
principal luggage brands, its market position and targeted consumer.
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BRAND NAME MARKET POSITION TARGET CONSUMER
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Samsonite(R) Top quality luggage with leading edge features Business/frequent traveler
American Tourister(R) High quality luggage offering value, versatility, Value-conscious traveler
and durability
Lark(R) Premium luggage for upscale consumers with First and business class
luxurious styling traveler
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Hardside Luggage. The Company manufactures virtually all of its requirements
for hardside luggage in its own factories. Hardside luggage is sold under the
Samsonite brand globally; in the United States and Europe hardside luggage is
also sold under the American Tourister brand. Hardside products provide greater
protection and security than softside as well as "wrinkle free" packing for
suits and dresses. Both in Europe and in the United States, hardside products
are offered in several lines, each including a variety of sizes and styles to
suit different consumer needs.
In Europe, popular Samsonite-branded hardside lines include the Samsonite
System 4 Deluxe and System 4 Art lines, priced at the higher end of the market
with large cases commanding up to US$550 at retail, the Samsonite Epsilon(R)
lines priced in the upper-middle range, and Samsonite Oyster II and Oyster
products priced at the lower end.
In the United States, Samsonite-branded hardside products include the Road
Warrior(R) 900 Series and the Silhouette(R) 700 Series in the upper range,
Ultralite 3(TM) 550 Series in the upper-middle range, as well as Epsilon(R) 2
400 Series and Oyster(TM) 200 Series products in the middle and lower range
which are comparable to such products in Europe.
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Globally, Samsonite distributes and sells hardside suitcases which include
features to facilitate transport. These include the patented Piggyback(R)
product which incorporates a luggage cart, an extendable handle, and a strap
allowing additional bags to be attached and transported. As a result of
proprietary improvements in molding technology and design, Samsonite is
introducing new lighter weight hardside luggage.
Softside Luggage. The Company sources approximately two-thirds of its
requirements for softside luggage and other bags from numerous independent
suppliers located worldwide, and produces the balance of its requirements in its
own facilities located in several countries. The Company has introduced many
innovative features in its softside products in response to consumer needs for
better interior organization, ease of use, mobility and portability. The
softside products are sold under all of the Company's major brands, Samsonite,
American Tourister, and Lark. Globally, softside products are grouped into
product lines with a variety of matching or complementary suitcases, garment
bags and other bags.
Samsonite has introduced numerous softside products with proprietary features
over the years. Examples include the Ultravalet(R) Garment Bag, with a unique
wrinkle-free folding system, also available on wheels; the EZ Big Wheel(R)
rolling system which allows effortless passage over carpet and rough surfaces;
and the EZ CART(TM) system, whose 4 wheels support all the weight of the case,
combined with a push-handle that provides optimum stability and mobility.
Virtually all wheeled upright cases are provided with hook-on features that
allow transport of accessory pieces such as casual bags, attache cases, or
handbags.
Other Luggage. Samsonite utilizes its global manufacturing and product
sourcing leverage to compete in the high-volume, discount channels of retail
distribution by marketing luggage products under a number of secondary brands
and retailer labels. These hardside and softside luggage products are generally
lower priced than the Company's Samsonite, American Tourister, and Lark
products, and usually provide fewer features. Samsonite's secondary brands
include Magnum(R) and Royal Traveler(R) in Europe, Tauro(R) in Spain, Azzura(R)
and Bogey(R) in Italy, and Legacy(R) in the U.S.
Licensed Products. The Company licenses Samsonite brand names and McGregor(R)
apparel brand names to third parties primarily for the sale of non-luggage
products. Licensees most frequently have outstanding competency in their
product categories, and sell parallel lines of products under their own or other
brands. Currently, licensed products distributed by the Company or by third
party licensees include furniture, travel accessories, photo and audio storage
gear, personal leather goods, ladies handbags, tool organizers, umbrellas,
binoculars, pet carriers, auto accessories, cellular phone cases, back-to-school
bags and other childrens' products. Revenue from royalties for licensing the
use of Company-owned brand names (including apparel brands) totaled
approximately $19.9 million in fiscal 1998.
New Product Design and Development. The Company devotes significant resources
to new product design and development. Most of the Company's products have
either been introduced or substantially redesigned since 1990. The Company uses
market research to identify consumers' luggage needs and develops product
features that address these needs. The Company employs full-time designers and
development engineers, and also has sustained long-term outside design
relations, ensuring a continuous flow of ideas based on material developments
and trends from outside the luggage industry. The Company believes that its
intensive product development and emphasis on innovation are fundamental to its
continued growth and profitability.
DISTRIBUTION
The Company's products are sold in more than 100 countries throughout the
world through approximately 23,000 retail outlets.
North America. The Company sells its Samsonite brand products in North America
primarily through department stores and luggage specialist stores, and through
catalog showrooms and national retailers such as JCPenney and Sears. The
acquisition of American Tourister in 1993 increased the Company's presence in
discount channels such as mass merchants, warehouse clubs and factory outlets,
which are becoming increasingly important in the distribution of luggage. As a
result of the strength of its brand names and its targeted marketing strategy,
the Company is able to distribute one or more full lines of luggage under each
of its principal brand names across different channels of distribution without
selling the same product line
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in more than one channel. In addition, the Company sells luggage products (known
as "exclusive label" products) designed exclusively for each of a number of
department store and specialty retailing customers and bearing special labels
coupled with the Samsonite brand name.
The following table sets forth an estimate of the percentage of the Company's
United States wholesale revenues by distribution channel for fiscal 1998:
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Department/specialty stores....................... 55%
Exclusive label................................... 15
Catalog showrooms................................. 11
Mass merchants.................................... 11
Other............................................. 8
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100%
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The Company has a direct sales force of approximately 75 persons that serves
approximately 10,000 stores in the United States. In coordination with its key
customers, the Company develops exclusive label product lines, coordinates
promotional strategies and establishes merchandise resupply objectives. The
Company employs electronic order gathering and fulfillment systems that enhance
the Company's level of customer service. Combined with automatic electronic
order entry, these systems increase sales by minimizing stockouts at the retail
level, help the retailer reduce inventory holding and purchasing costs, and
increase inventory turnover. Over 60% of Samsonite luggage sales in the United
States are derived from orders received through this electronic system.
As of January 31, 1998, the Company operated 189 retail stores in the United
States. Operating its own retail outlets allows the Company to more efficiently
reduce discontinued and obsolete inventory positions.
Europe. The Company distributes its Samsonite brand products in Europe through
specialty luggage stores and department stores. Samsonite brand products are
generally not distributed through the discount retailers in Europe in order to
preserve the premium image of the Samsonite brand. The Company's American
Tourister brand has been introduced in Europe to help balance the Company's
retail distribution in each of the primary retail channels and is being used to
establish a single pan-European brand name in the discount channel.
The Company services over 11,000 stores in Europe through a direct sales force
and product demonstrators of approximately 120 persons who transmit orders by
computer to a central distribution facility in Belgium. The Company delivers its
products to its European retailing customers through a proprietary distribution
network developed at the Company's European headquarters. Orders received
electronically from the Company's sales force are processed centrally in Belgium
using specialized software created by the Company which deals in the national
currency of each of the Company's customers. The Company's systems are also
capable of handling the anticipated introduction of a common European currency.
Its integration with a centralized shipping facility, electronic order entry,
and preparation of all paperwork necessary for multiple cross-border deliveries
permits delivery of products within five days after an order is placed to
virtually any location in Europe. To complement its business in countries with a
direct sales force, the Company also sells to other European markets through
distributors and agents located in over 20 countries. Such distributors and
agents, as well as those mentioned under "International" below, handle various
non-luggage products in addition to the Company's products. Distribution
agreements generally provide for mutual exclusivity, whereby distributors do not
handle competitors' luggage products, and the Company does not deal with other
distributors or agents in their territory.
International. In markets outside the United States and Western Europe, the
Company primarily sells its products directly, through agents and distributors,
and under license. The Company entered the Japanese market in 1964 through a
licensing arrangement with Ace Luggage Company ("Ace"), Japan's principal
luggage manufacturing company. Samsonite brand products made by Ace are sold
primarily in department stores throughout Japan. Products sold in international
markets are shipped from the United States, Western Europe or Asia depending
upon product type, availability and exchange rate. In some instances, the
Company has entered new markets through third party distributors and has
acquired these third party distributors as markets have matured. The Company
currently has joint ventures in Singapore, South Korea, India, Brazil and China,
and a wholly-
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owned distribution organization in Hong Kong. In India and China, the ventures
operate newly completed manufacturing facilities to support local sales, and
commenced distribution of locally produced Samsonite luggage in mid fiscal 1998.
During fiscal 1998, the Company formed a joint venture with Samsonite's current
distributor in Argentina, to distribute Samsonite products in Brazil and other
major South American markets beginning fiscal 1999.
ADVERTISING
The Company commits substantial resources to aggressive brand advertising
programs that promote the features, durability and quality of the Company's
luggage and travel products under the marketing theme "Samsonite - Worldproof".
The Company is the only luggage maker which regularly advertises on national
television in the United States or in Europe. The Company incurred, under
either direct Company or co-op advertising programs, approximately $52 million
worldwide for television and print advertising and other related expenses in
fiscal 1998 and has incurred in excess of $50 million per year on average during
the last four years. A 1994 market survey conducted by an independent survey
organization engaged by the Company indicated that over 93% and 79% of travelers
surveyed in the United States recognized the Samsonite and American Tourister
brand names, respectively, compared to less than 15% for the next most
recognized luggage brand. This market survey was conducted by asking adults who
made at least one overnight trip during the previous six months to recognize a
brand of luggage when presented with a list of luggage brands. Similar surveys
show that recognition of the Samsonite brand name in most major Western European
countries ranges from 60% to 80%.
Reinforcing the Company's marketing strategy, Samsonite brand advertising
highlights innovative features and benefits of products that meet the needs of
business and frequent travelers. Samsonite advertisements run on television, in
news weeklies and in inflight and business publications during key consumer
purchase periods throughout the year. The Company also helps its retailing
customers coordinate their advertising with the Company's national advertising
campaigns. The Company was the first luggage company both in the U.S. and in
Europe to use television to build brand awareness, and believes its advertising
program is the largest of any luggage maker.
MANUFACTURING AND SOURCING PRODUCTS
The Company's global sourcing network consists of 14 Company-operated
manufacturing facilities and various third-party suppliers located principally
in the Far East, Eastern Europe and the Dominican Republic. By operating its own
facilities to produce hardside luggage and more complex softside products, the
Company is better able to control manufacturing quality and reduce lead times
and delivery costs. The Company's global sourcing network also enables it to
source less complex products from countries with low product costs and favorable
currency exchange rates. Company-operated manufacturing facilities are located
in Belgium, France, Hungary, Italy, the Slovak Republic, Mexico, Spain, India,
China and the United States. In fiscal 1998, approximately 50% of the Company's
sales revenues were from products manufactured at its own facilities.
The Company employs approximately 5,500 people in the manufacture of hardside
and softside luggage.
The Company manufactures virtually all of the hardside luggage products that
it distributes. Major hardside production facilities are located in Denver,
Colorado; Oudenaarde, Belgium; and Nashik, India; with additional hardside
production facilities located in Henin-Beaumont, France; and Ningbo, China.
In fiscal 1998, approximately one-third of the Company's revenues from
softside luggage products were from products manufactured at the Company's own
facilities. The Company sources the remainder of its softside luggage products
primarily from third party vendors in the Far East, Eastern Europe and the
Dominican Republic. The Company believes that the significant volume of its
softside luggage purchases has enabled it to obtain a reliable supply of high
quality, low cost products and prompt order fulfillment. The Company is able to
select different third-party suppliers to take advantage of changes in
manufacturing, payment terms and shipping costs. The Company does not rely on
any single third-party supplier, the loss of which would be material to the
Company.
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In September 1996, Samsonite implemented centralized direction and
coordination of all sourcing of finished products components. The Company's
strategy is to achieve maximum advantage from its purchasing leverage by
aggregating orders from the Company's different locations and by better planning
and timing its requirements and purchases. Manufacturing processes and materials
and component supply arrangements are factored into new product design or
existing product improvements. As a result, products are designed to be
manufactured more efficiently.
The Company maintains a rigorous quality control program for goods
manufactured at its own plants and at third party vendor facilities. Products
are designed to assure durability and strength, and a prototype of each new
product is put through a series of simulation and stress tests. In the Company's
manufacturing facilities and its Asian sourcing office, it uses quality control
inspectors, engineers and lab technicians to perform inspection and laboratory
testing on raw materials, parts and finished goods.
COMPETITION
Competition in the luggage market is highly fragmented with the vast majority
of individual competitors having less than 10% of the Company's annual luggage
sales. In the United States, the Company competes based on brand name, consumer
advertising, product innovation, quality, differentiation, customer service, and
price. Price is more important at the lower end of the luggage market where
fewer differentiating features are offered. Management of the Company believes
that no luggage manufacturer, other than Samsonite, has more than 10% of the
United States luggage market. In Europe, the Company competes based on its
premium image, brand name, product quality, access to established distribution
channels and new product offerings. The Company's principal competition in
softside luggage in both Europe and the United States markets is private label
luggage manufactured in low labor cost countries, primarily in Asia. The
manufacture of softside luggage is labor intensive but not capital intensive, so
that the barriers to entry by additional competitors are relatively low. At the
very low end of the market is luggage characterized by non-differentiation of
features and low margins.
CUSTOMERS
Customers include most major department stores in the United States and Europe
which carry luggage, most specialty stores featuring luggage products, and many
other retailers (mass merchants, discounters and other retailers). Samsonite
also sells directly to consumers through its retail stores in the United States
and Europe. The Company is not dependent on any single customer, and no single
customer accounts for more than 5% of the Company's revenues.
TRADEMARKS AND PATENTS
Trademarks and patents are important to the Company. The Company is the
registered owner of its Samsonite, American Tourister, Lark and other trademarks
and has approximately 2,140 trademark registrations in the United States and
abroad, as of January 31, 1998. The Company also owns approximately 193 United
States patents and approximately 538 patents (patents of inventions, industrial
design registrations, and utility models) in selected foreign countries. In
addition, the Company has approximately 298 patent applications pending
worldwide. The Company pursues a policy of seeking patent protection where
appropriate for inventions embodied in its products. The Company's patents
include EZ CART(TM), Smart Sleeve(TM), Easy Turn(R), Piggyback(R), Ultravalet(R)
and Oyster(TM) luggage. The Company has also patented its CPX technology for
making luggage shells. Although some companies have sought to imitate some of
the Company's patented products, Samsonite has generally been successful in
enforcing its worldwide intellectual property rights.
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EMPLOYEES AND LABOR RELATIONS
At January 31, 1998, the Company had approximately 7,800 employees worldwide,
with approximately 2,400 employees in the United States and approximately 5,400
employees in other countries. In the United States, approximately 770 employees
are unionized under a contract which is renewed every three years and which is
due for renewal on April 9, 1999. The Company employs approximately 2,100
workers in its 5 European manufacturing plants located in Belgium, France,
Spain, Italy and Hungary. Union membership varies from country to country and
is not officially known to the Company; however, it is probable that most of the
workers are affiliated with a union. Most European union contracts have a one-
year duration. The Company believes its employee relations are good.
FORWARD-LOOKING STATEMENTS
Certain statements under "Management's Discussion and Analysis of Financial
Condition and Results of Operations," and elsewhere 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.
-10-
<PAGE>
ITEM 2. PROPERTIES
The following table sets forth certain information relating to the Company's
principal properties and facilities. All of the Company's manufacturing plants,
in the opinion of the Company's management, have been adequately maintained and
are in good operating condition. The Company believes that its existing
facilities have sufficient capacity, together with sourcing capacity from third
parties, to handle sales volumes for the foreseeable future. The Company's
headquarters in Denver shares the same location as a manufacturing facility.
<TABLE>
<CAPTION>
Approximate
Owned or Facility Size
Location Leased (thousands of sq. ft.)
-------- -------- ----------------------
<S> <C> <C>
Denver, CO................ Owned/Leased 1,290
Tucson, AZ................ Owned/Leased 63
Jacksonville, FL.......... Leased 510
Warren, RI................ Leased 94
Stratford, Canada......... Owned 212
Nogales, Mexico........... Leased 313
Mexico City, Mexico....... Owned 164
Oudenaarde, Belgium....... Owned 649
Ningbo, China............. Owned 100
Nashik, India............. Owned 150
Torhout, Belgium.......... Owned 79
Henin-Beaumont, France.... Owned 98
Szekszard, Hungary........ Owned 81
Tres Cantos, Spain........ Owned 37
Saltrio, Italy............ Leased 74
Singapore................. Leased 14
Hong Kong................. Leased 27
Seoul, South Korea........ Leased 24
Sao Paulo, Brazil......... Leased 15
Samorin, Slovak Republic.. Owned 43
</TABLE>
The Company also maintains numerous sales offices, retail outlets and
distribution centers in the United States and abroad.
ITEM 3. LEGAL PROCEEDINGS
The information regarding legal proceedings contained in note 14 to the
Company's consolidated financial statements included elsewhere herein is
incorporated herein by reference.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
Not applicable.
-11-
<PAGE>
PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
The Company's common stock, par value $.01 per share (the "Common Stock"), is
presently traded on the Nasdaq National Market under the symbol "SAMC". Prior to
the July 14, 1995 merger of Samsonite and Astrum, the Company's common stock was
traded on the Nasdaq National Market under the symbol "ASTI". The table below
sets forth the high and low sale prices for the Common Stock for fiscal years
1997 and 1998 and through April 21, 1998 (as reported on the Nasdaq National
Market). The closing price of the Common Stock on the Nasdaq National Market on
April 21, 1998 was $29.25.
<TABLE>
<CAPTION>
Fiscal 1997 High Low
- ----------- ---- ---
<S> <C> <C>
Fiscal quarter ended:
April 30, 1996 19 1/4 9 5/8
July 31, 1996 24 1/2 17 3/8
October 31, 1996 40 3/4 18
January 31, 1997 45 3/4 33 1/2
Fiscal 1998
- -----------
Fiscal quarter ended:
April 30, 1997 50 7/8 37 1/4
July 31, 1997 51 1/4 40 3/4
October 31, 1997 53 1/8 35 7/8
January 31, 1998 46 3/4 25
Fiscal 1999
- -----------
February 1, 1998 through April 21, 1998 37 7/8 27 7/8
</TABLE>
As of April 21, 1998, the number of holders of record of the Common Stock was
71.
All holders of shares of Common Stock shall share ratably in any dividends
declared by the Board of Directors of the Company. Any payment of future
dividends will be at the discretion of the Company's Board of Directors and will
depend upon, among other things, the Company's earnings, financial condition,
capital requirements, extent of indebtedness and contractual restrictions with
respect to the payment of dividends. The terms of the Company's indebtedness
currently restrict the ability of the Company to pay dividends on the Common
Stock.
-12-
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
The selected historical financial information for the Company presented below
is derived from the Company's audited consolidated financial statements. As
discussed in note 1(b) to the Company's consolidated financial statements
included elsewhere herein and note (a) to the selected historical financial
information presented below, the consolidated financial statements for periods
subsequent to June 30, 1993 are not comparable to prior periods.
The selected historical financial information presented below should be read
in conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the Company's consolidated financial statements
and related notes thereto included elsewhere herein.
<TABLE>
<CAPTION>
Predecessor Reorganized
Company (a) Company (a)
----------- --------------------------------------------------------------------------
Combined
Five Seven Twelve
Months Months Months
Ended Ended Ended Year Ended January 31,
June 30, January 31, January 31, ----------------------------------------------
Statement of Operations Data 1993 1994 1994(a) 1995 1996 1997 1998
- ---------------------------- ----------- ------------ ----------- ---------- -------- -------- ---------
(In thousands, except per share amounts)
<S> <C> <C> <C> <C> <C> <C> <C>
Net Sales (b) $192,519 331,100 523,619 635,452 675,209 741,138 736,875
Cost of Goods Sold 113,032 196,777 309,809 373,967 414,691 449,333 424,349
-------- ------- ------- ------- ------- ------- -------
Gross Profit 79,487 134,323 213,810 261,485 260,518 291,805 312,526
Selling, General and
Administrative Expenses 66,094 97,480 163,574 197,716 203,701 233,761 (c) 234,257
Amortization of Intangible
Assets (g) 206 39,924 40,130 67,189 63,824 31,837 7,101
Provision for Restructuring
Operations - - - - 2,369 10,670 1,866
-------- ------- ------- -------- ------- ------- -------
Operating Income (Loss) 13,187 (3,081) 10,106 (3,420) (9,376) 15,537 69,302
Interest Income - 4,342 4,342 2,909 4,709 1,419 2,574
Interest Expense and
Amortization of Debt Issue
Costs and Premium 4,404 (d) 24,839 29,243 37,875 39,974 35,670 19,918
Other Income - Net 360 5,504 5,864 2,729 3,967 18,821 28,294
Reorganization Items 462,447 - 462,447 - - - -
Income Tax Expense 2,313 6,797 9,110 10,619 9,095 10,389 23,088
Minority Interest in
Earnings of Subsidiaries (901) (1,148) (2,049) (931) (1,385) (1,041) (287)
-------- ------- ------- -------- ------- ------- -------
Income (Loss) from Continuing
Operations 468,376 (26,019) 442,357 (47,207) (51,154) (11,323) 56,877
Income (Loss) from Operations
Discontinued and Sold,
Cumulative Effect of Change
in Accounting Principles and
Extraordinary Items 456,448 (25,502) 430,946 (64,372) (10,293) -- (16,178)
-------- ------- ------- -------- ------- ------- -------
Net Income (Loss) $924,824 (51,521) 873,303 (111,579) (61,447) (11,323) 40,699
======== ======= ======= ======== ======= ======= =======
Income (Loss) per Share - Basic:
Continuing Operations N/A (1.68) N/A (3.05) (3.24) (.71) 2.81
Net Income (Loss) N/A (3.33) N/A (7.22) (3.89) (.71) 2.01
Income (Loss) per Share - Assuming Dilution:
Continuing Operations N/A (1.68) N/A (3.05) (3.24) (.71) 2.70
Net Income (Loss) N/A (3.33) N/A (7.22) (3.89) (.71) 1.93
Balance Sheet Data (as of end of period)
- -----------------------------------------
Property, Plant and Equipment, Net $ 131,984 (e) 137,686 140,912 143,959 142,351
Total Assets $1,111,735 (e) 866,000 607,443 592,658 610,049
Long-Term obligations (including current
installments) $ 573,197 (f) 417,175 310,959 290,617 179,223
Stockholders' Equity $ 253,693 (f) 148,472 25,116 24,998 208,886
</TABLE>
See footnotes on page 15
-13-
<PAGE>
IMPACT OF FAIR VALUE ADJUSTMENTS ATTRIBUTABLE TO THE REORGANIZATION OF ASTRUM,
RESTRUCTURINGS AND CERTAIN OTHER EXPENSES:
Included in the Company's statements of operations are amortization and
depreciation related to adjustments of assets and liabilities to fair value in
connection with the adoption of the American Institute of Certified Public
Accountants Statement of Position 90-7 entitled "Financial Reporting by Entities
in Reorganization under the Bankruptcy Code" ("SOP 90-7") in June 1993. The
most significant adjustment related to reorganization value in excess of
identifiable assets which was amortized over the three-year period ended June
1996. The Company also recorded fresh start adjustments to reflect tradenames,
licenses, patents, and other intangibles at their fair values, which are being
amortized over periods ranging from one to forty years. Property and equipment
adjusted to fair values in connection with the adoption of SOP 90-7 are being
depreciated over their respective useful lives, primarily ranging from two to
six years. In addition, the Company's statements of operations include
provisions for restructuring operations in fiscal 1996, 1997 and 1998 as well as
certain other expenses associated with the fiscal 1997 restructuring and
management team changes. Such other expenses in fiscal 1997 include those
incurred for consulting services in connection with establishing the fiscal 1997
restructuring plan, the cessation of the former chief executive officer's
employment, the hiring of new and additional members of the executive management
team, and for expenses incurred in excess of the original fiscal 1996 provision
for the consolidation of American Tourister manufacturing facilities.
Due to the significance of these items, management believes that it is useful
to isolate their impact on net income (loss) and operating income (loss) as
shown below. This information does not represent and should not be considered
an alternative to net income, any other measure of performance as determined by
generally accepted accounting principles or as an indicator of operating
performance. The information presented may not be comparable to similar
presentations reported by other companies.
<TABLE>
<CAPTION>
YEAR ENDED JANUARY 31,
----------------------------
Impact on Net Income or Loss 1996 1997 1998
- ---------------------------- ---- ---- ----
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S> <C> <C> <C>
Fresh Start Amortization and Depreciation (g) $66,433 34,484 8,738
Provision for Restructuring Operations 2,369 10,670 1,866
Certain Other Expenses Associated with the Restructuring and
Management Changes(c) -- 5,400 --
Tax Benefit (5,629) (11,319) (4,030)
------- ------- ------
After-Tax Impact on Net Income or Loss $63,173 39,235 6,574
======= ======= ======
Impact on Net Income or Loss Per Share - Assuming Dilution $ 4.00 2.38 0.31
======= ======= ======
Impact on Operating Income (Loss)
- --------------------------------
Operating Income (Loss) $(9,376) 15,537 69,302
Fresh Start Amortization and Depreciation (g) 66,433 34,484 8,738
Provision for Restructuring Operations 2,369 10,670 1,866
Certain Other Expenses Associated with the
Restructuring and Management Changes (c) -- 5,400 --
------- ------- ------
Operating Income Before Fresh Start Amortization and
Depreciation, Provision for Restructuring Operations
and Certain Other Expenses Associated with the
Restructuring and Management Changes $59,426 66,091 79,906
======= ======= ======
</TABLE>
See footnotes on Page 15
<PAGE>
(a) 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 (the
"Plan"). Effective June 30, 1993 and pursuant to the American Institute of
Certified Public Accountants Statement of Position 90-7 entitled "Reporting
by Entities in Reorganization under the Bankruptcy Code" ("SOP 90-7"), 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. The information for the "Predecessor Company" reflects activity
occurring through June 30, 1993, prior to the effectiveness of the Plan, and
the information for the "Reorganized Company" reflects activity occurring
after such date. As a result of the effects of SOP 90-7 on amortization of
intangibles, depreciation, interest expense, and reorganization items, the
periods before and after June 30, 1993 are not comparable.
(b) The Company acquired American Tourister in August 1993. Net sales for the
combined periods comprising the year ended January 31, 1994 include net
sales of $47.7 million of American Tourister for five months. Net sales for
the fiscal years ended January 31, 1995, 1996 and 1997 include net sales
for American Tourister of $117.8 million, $115.0 million and $147.3 million,
respectively. Because of the consolidation of American Tourister wholesale
operations with the Company's, comparable American Tourister sales amounts
are not available for fiscal 1998.
(c) Selling, general and administrative expenses include $5.4 million of
expenses during the year ended January 31, 1997 for consulting fees to
establish the restructuring plan ($0.8 million), for the cessation of the
former chief executive officer's employment and the change in management
($4.1 million), and for expenses in excess of the original provision in
fiscal 1996 for the consolidation of American Tourister manufacturing
facilities ($0.5 million).
(d) In accordance with SOP 90-7, no interest expense on the pre-petition
securities (certain debt existing at the date of the Plan) was accrued from
June 25, 1992 through June 30, 1993.
(e) Includes the effects of SOP 90-7 "fresh start" adjustments recorded at June
30, 1993, net of depreciation and amortization. Pursuant to SOP 90-7, the
net book value of property and equipment was increased by $34 million and
intangible and other assets were increased by $530 million.
(f) Pursuant to SOP 90-7, under the Plan effected in June 1993, $1.5 billion in
long-term debt subject to compromise, including accrued interest, was
forgiven in exchange for $500 million principal amount of senior secured
notes, approximately $342 million in cash and 15 million shares of common
stock. In July 1995, the senior secured notes were redeemed with the
proceeds from the sale of the 11 1/8% Series A Senior Subordinated Notes and
borrowings under the Company's U.S. banking lines.
(g) As discussed in note (a) above, the Company adjusted its assets and
liabilities to their fresh start values effective June 30, 1993. 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,
----------------------------
1996 1997 1998
---- ---- ----
(IN THOUSANDS)
<S> <C> <C> <C>
FRESH START AMORTIZATION:
Amortization of Reorganization Value in Excess of Identifiable Assets..... $55,072 22,947 --
Amortization of Licenses, Patents and Other............................... 5,263 4,897 3,158
Amortization of Trademarks................................................ 2,560 3,079 3,026
------- ------ -----
Total Fresh Start Amortization Included in Amortization of Intangibles....
62,895 30,923 6,184
------- ------ -----
FRESH START DEPRECIATION - PROPERTY AND EQUIPMENT:
Included in Cost of Goods Sold............................................ 2,895 2,914 2,093
Included in Selling, General and Administrative Expenses.................. 643 647 461
------- ------ -----
Total Fresh Start Depreciation............................................ 3,538 3,561 2,554
------- ------ -----
Total Fresh Start Amortization and Depreciation........................... $66,433 34,484 8,738
======= ====== =====
</TABLE>
-15-
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following discussion and analysis should be read in conjunction with the
selected financial data and the consolidated financial statements of the Company
and notes thereto commencing on page F-1. The Company's fiscal year ends on
January 31. References to a fiscal year denote the calendar year in which the
fiscal year ended; for example, "fiscal 1998" refers to the 12 months ended
January 31, 1998. The Company's continuing operations consist of a single
business segment, the manufacture and sale of luggage and luggage related
products. The Company's sales are directed to three principal markets: the
United States, Europe and International (representing the balance of the world).
RESULTS OF OPERATIONS
- ---------------------
The Company analyzes its net sales and operations by the following categories:
(1) "European operations" which consist of its European manufacturing and
distribution operations whose reporting currency is the Belgian franc, (2) "the
Americas operations" which include sales, manufacturing, and distribution
operations in the United States, Mexico, Canada, South America, and Latin
America and (3) "International operations" which include the sales,
manufacturing and distribution operations in Singapore, India, Hong Kong, and
South Korea, exports to the Far East and Middle East, and global licensing
operations. Beginning in mid-fiscal year 1998, Middle East sales are reported
with European operations.
FISCAL 1998 COMPARED TO FISCAL 1997
General. Results of European operations were translated from Belgian francs
to U.S. dollars in fiscal 1998 and fiscal 1997 at average rates of approximately
35.67 and 30.93 francs to the U.S. dollar, respectively. This decrease in the
value of the Belgian franc of 13% resulted in decreases in European reported
sales, cost of sales and other expenses in fiscal 1998 compared to fiscal 1997.
The most significant effects from the difference in exchange rates from last
year to the current year are noted in the following analysis and referred to as
an "exchange rate difference". The Company enters into forward foreign exchange
contracts and option contracts to reduce its economic exposure to fluctuations
in currency exchange rates for the Belgian franc and other foreign currencies.
Such instruments are marked to market at the end of each accounting period;
realized and unrealized gains and losses are recorded in Other Income - Net.
During fiscal 1998, the Company had net gains from such instruments of $6.5
million; during fiscal 1997, the Company had net gains on such instruments of
$2.8 million. The Company estimates the reduction in operating income from the
year-to-year strengthening of the U.S. dollar versus the Belgian franc to be
approximately $5.6 million and $2.9 million in fiscal 1998 and 1997,
respectively.
Net Sales. Consolidated net sales decreased from $741.1 million in fiscal
1997 to $736.9 million in fiscal 1998, a decrease of $4.2 million. Fiscal 1998
sales were adversely affected by the large decrease in the value of the Belgian
franc compared to the U.S. dollar in fiscal 1998. Without the effect of the
exchange rate difference, fiscal 1998 sales would have increased by $38.3
million or approximately 5%.
On a U.S. dollar basis, sales from European operations decreased from $280.8
million in fiscal 1997 to $277.2 million in fiscal 1998, a decrease of $3.6
million. Expressed in the local European reporting currency (Belgian francs),
fiscal 1998 sales increased by 13.8%, or the U.S. constant dollar equivalent of
$38.9 million, from fiscal 1997; however, the increase was more than offset by a
$42.5 million exchange rate difference. Despite the effect of the strong U.S.
dollar on reported sales, Europe's local results were much improved over the
prior year. Sales of hardside products were 7% above the prior year due
primarily to the success of the new Oyster II product. Sales of softside
products were 22% above the prior year because of strong traditional softside
luggage sales, the new Trunk & Co product line, and strong computer and other
softside business case lines. Sales in most European countries increased over
the prior year, with the exceptions of Germany and Belgium, where sales were
down approximately 1% from fiscal 1997.
Sales from the Americas operations increased from $417.6 million in fiscal
1997 to $423.5 million in fiscal 1998, an increase of $5.9 million or 1.4%. The
increase was largely due to an increase in U.S. retail sales of $30.4 million or
39% from the prior year. Comparable store sales increased by 15.6% from fiscal
1997 and the number of stores open increased from 149 at January 31, 1997 to 189
at January 31, 1998. The Company has rapidly expanded the number of retail
locations during the
-16-
<PAGE>
past two fiscal years which, along with the increase in comparable store sales
growth, contributed to the 39% growth in fiscal 1998 sales over fiscal 1997
sales. The Company does not expect to continue the rate of growth in retail
store openings in fiscal 1999 and therefore will not sustain the level of retail
sales growth achieved in fiscal 1998. U.S. wholesale revenues of $274.0 million
were less than the prior year by $21.8 million, or 7.4%. U.S. wholesale sales
decreased due to market disruptions caused by the adverse impact of higher
pricing strategies, various forms of cross distribution-channel selling, dealer
bankruptcies, and product availability problems associated with forecasting and
production issues. The Company has addressed these issues by focusing on
traditional disciplined channel management and strategic pricing which targets
critical retailer price points, and is working on a long-term resolution of
forecasting and production issues. Although the Company is taking these
corrective actions, it expects sales in the U.S. wholesale division to continue
to be negatively impacted by the aforementioned factors through at least the
first two quarters of fiscal 1999. Sales from other Americas operations,
including Mexico, Canada and Latin America, were less than the prior year by an
aggregate of $2.7 million. The decrease in the other Americas countries was
caused primarily by a decline in Canadian sales caused by issues related to
product standardization requirements which have been modified subsequent to
January 31, 1998.
Sales from International operations decreased from $42.7 million in fiscal
1997 to $36.2 million in fiscal 1998, a decrease of $6.5 million. Product sales
from export and emerging markets decreased by $4.7 million from fiscal 1997.
During fiscal 1998 the Company moved export responsibility for the Middle East
from the Americas to Europe resulting in a decrease in sales classified as
International operations. Export sales from the U.S. to Asia have been moved to
the Company's subsidiaries in Singapore, Hong Kong, and South Korea entities
which were formerly the Company's regional distributors. Transition issues
resulting from the formation of the joint ventures and the economic problems in
Asia resulted in decreased sales in this region. Sales in India were $2.7
million for fiscal 1998. Samsonite products were introduced to the Indian market
through the new Indian manufacturing and distribution joint venture which
completed construction and began operations in April 1997. Royalties from global
licensing operations decreased by $2.2 million from the prior year; $1.7 million
of the difference occurred largely because $3.9 million of revenues were
realized in fiscal 1997 from a single license sale transaction while fiscal 1998
included approximately $2.2 million from two separate license sales.
Gross profit. Consolidated gross profit for fiscal 1998 increased from fiscal
1997 by $20.7 million. Gross margin increased by 3.0 percentage points, from
39.4% in fiscal 1997 to 42.4% in fiscal 1998.
Gross margins from European operations increased by 0.7 percentage points,
from 39.2% in fiscal 1997 to 39.9% in fiscal 1998. The improvement is due to
price increases in selected product lines and lower costs from standardized
global production sources.
Gross margins for the Americas operations increased 5.1 percentage points from
38.2% in fiscal 1997 to 43.3% in fiscal 1998. U.S. wholesale margins increased
from 35.8% to 43.9%, primarily as a result of price increases on product sales
to both trade customers and the Company's retail division and product cost
improvements from global sourcing and product design improvements. The increase
in gross margins was achieved despite negative production variances incurred
during the last half of fiscal 1998 of approximately $4.1 million. Margins in
the Americas also benefited from a higher mix of retail versus wholesale sales
compared to the prior year. The Company intends to pursue a different marketing
and pricing strategy in fiscal 1999 and expects to roll back certain prices
approximately 4% to 6% to conform to previously successful pricing strategies
and make corresponding reductions in the various co-op advertising and sales
promotions costs. Thus, while gross profit margins may decline somewhat from
fiscal 1998 levels, the Company believes this strategy will stimulate sales over
the long-term and achieve an increased level of operating profit margin
percentages from U.S. wholesale sales.
Selling, General and Administrative Expenses ("SG&A"). Consolidated SG&A
increased by $0.5 million from fiscal 1997 to fiscal 1998. As a percent of
sales, SG&A was 31.8% in fiscal 1998 and 31.5% in fiscal 1997.
SG&A for European operations decreased by $5.6 million from fiscal 1997 to
fiscal 1998. The exchange rate difference caused SG&A to decrease by $10.7
million. The remaining increase of $5.1 million was due primarily to higher
variable selling expenses of $2.5 million related to the higher sales levels,
higher advertising expenses of $2.4 million and various other net increases of
$0.2 million.
-17-
<PAGE>
SG&A for the Americas operations, including worldwide corporate headquarters,
increased by $5.5 million in fiscal 1998 compared to fiscal 1997. SG&A related
to U.S. wholesale operations was approximately equal to fiscal 1997. In fiscal
1998, U.S. wholesale price increases and the relatively high rate of new product
introductions were supported by increased co-op advertising allowances and other
sales promotion credits given to customers, particularly during the second half
of fiscal 1998. The Company is modifying this strategy in fiscal 1999 by
reducing prices from 4% to 6% on certain products to better target critical
retailer and competitive price points. The Company will make corresponding
reductions in co-op advertising allowances and sales promotion costs. The
Company believes this strategy will better stimulate sales over the long-term
and result in an increased level of operating profit margin, albeit with lower
gross profit margins and lower selling, general and administrative expenses.
SG&A related to U.S. retail operations increased by $10.4 million because of an
increase in the number of stores open and increased sales volume. As a percent
of sales, retail SG&A decreased from 45.9% of sales in fiscal 1997 to 42.6% of
sales in fiscal 1998. SG&A for other Americas operations increased by $1.5
million primarily because of a new Brazilian joint venture. Corporate SG&A
decreased by $6.4 million from the prior year due primarily to expenses incurred
in the prior year related to expenses associated with a restructuring and
changing organization structure in fiscal 1997.
SG&A for International operations increased by $0.6 million from fiscal 1997
due to the addition of new joint venture subsidiaries in the Far East and
startup of operations in India, net of various cost savings from the
reorganization of export operations from the U.S. to Europe and the Far East.
Amortization of intangible assets. The Company recorded significant
intangible assets as a result of its reorganization in 1993. See Notes 1(b),
1(i) and 7 to the Company's consolidated financial statements included elsewhere
herein for a discussion of the recording and amortization of intangible assets.
Reorganization value in excess of identifiable assets became fully amortized
in fiscal 1997, which generally accounts for the decrease in amortization of
intangible assets of $24.8 million in fiscal 1998.
Provision for restructuring operations. Over the past three fiscal years the
Company has recorded a series of restructuring provisions to accrue the costs of
consolidating and reorganizing various operations and realigning its management
and workforce structure. Net restructuring provisions decreased from $10.7
million in fiscal 1997 to $1.9 million in fiscal 1998. In fiscal 1998, the
Company recorded a $3.6 million restructuring provision and reduced the
restructuring provision by $1.7 million for excess accruals related to the
fiscal 1997 restructuring. The fiscal 1998 restructuring includes the
elimination of approximately 180 positions in the Mexico City manufacturing
plant and 20 management positions in the U.S. and is expected to be completed by
July 31, 1998. The provision consists primarily of costs associated with
involuntary employee terminations and is comprised of estimated cash
expenditures of $3.3 million and estimated non-cash charges of $0.3 million.
See the discussion of the fiscal 1997 restructuring provision under Results of
Operations - Fiscal 1997 Compared to Fiscal 1996 and Note 4 to the consolidated
financial statements for further information relative to the restructuring
provisions.
As discussed elsewhere herein, 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. The Company is
currently evaluating its U.S. wholesale hardside production operations in light
of various marketing issues the Company is encountering with its hardside
suitcase products in the United States which have resulted in excess inventory,
declining sales, and reduced production requirements. This evaluation may
result in additional restructuring charges related to U.S. wholesale operations
in fiscal 1999.
The Company is also 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
dispose of or liquidate this investment. At January 31, 1998, the Company had a
net investment of approximately $2.4 million in this joint venture.
-18-
<PAGE>
Operating income (loss). Operating income increased from $15.5 million in
fiscal 1997 to $69.3 million in fiscal 1998. This is a result of increased gross
profit of $20.7 million, the decrease in amortization of intangibles of $24.8
million, the decrease in restructuring provisions of $8.8 million, net of the
increase in SG&A of $0.5 million.
Interest income. Interest income increased from the prior year by $1.2
million, primarily as a result of nonrecurring interest income received in
fiscal 1998 upon recovery of a loan to the settlement trust created as a result
of the reorganization in 1993. See Note 14 to the consolidated financial
statements included elsewhere herein and the discussion of the collection of the
receivable from the trust under Other income, net included elsewhere herein.
Other income (expenses) - net. Following is an analysis of other income
(expense) - net for fiscal 1998 compared to fiscal 1997:
<TABLE>
<CAPTION>
Year ended January 31,
----------------------
1998 1997
---- ----
(In thousands)
<S> <C> <C>
Net gains from foreign currency forward delivery contracts (a) $ 6,463 2,829
Rental income (b) 1,633 1,987
Equity in loss of unconsolidated affiliate (c) (547) (33)
Pension expense related to merged plans (d) (706) --
Foreign currency transaction losses, net (e) (1,834) (211)
Loss on disposition of fixed assets, net (f) (377) (62)
Other, net (g) (1,247) (1,120)
Favorable settlement of claims (h) 2,060 3,802
Adjustment of allowances relating to previous operations (i) 5,299 529
Adjustment of contingent tax accruals (j) 12,700 --
Collection of loans to settlement trust (k) 4,850 --
Adjustment of liability for PBGC claims (l) -- 11,100
------- ------
$28,294 18,821
======= ======
</TABLE>
(a) The Company has entered into certain forward exchange contracts to reduce
its exposures to changes in exchange rates. Other income for fiscal 1998
includes gains from such transactions of $6.5 million. In fiscal 1997,
such transactions resulted in gains of $2.8 million. The income recorded
for fiscal 1998 results primarily from forward exchange contracts selling
forward the Belgian franc which has devalued significantly against the
U.S. dollar since the contracts were executed. The Company estimates that
the reduction in net sales and operating income from the year-to-year
strengthening of the U.S. dollar versus the Belgian franc to be
approximately $42.5 million and $14.8 million and $5.6 million and $2.9
million during fiscal 1998 and 1997, respectively.
(b) Rental income represents income from rents received from properties
retained by the Company which were used in previous operations and which
are held for sale as of January 31, 1998. The Company expects that all of
these properties will be sold during fiscal 1999 and that rental income
will decline accordingly.
(c) Equity in loss of unconsolidated affiliate represents the Company's 50%
equity interest in the losses of its affiliate, Chia Tai Samsonite (H.K.)
Ltd., a 50% owned joint venture formed to manufacture and distribute
luggage in China. This start-up operation completed construction of a
manufacturing plant in Ningbo, China and began operations in fiscal 1998.
-19-
<PAGE>
(d) Pension expense related to merged plans represents the net periodic
pension expense for plans merged with a Company pension plan as discussed
in Note 14 to the consolidated financial statements included elsewhere
herein under Contingent Pension Liabilities.
(e) Foreign currency transaction losses represent net realized losses on
payments for goods and services denominated in currencies other than those
used for financial reporting. Foreign currency transaction losses
increased from $0.2 million in fiscal 1997 to $1.8 million in fiscal 1998
due to the strengthening of the U.S. dollar versus the Mexican Peso, the
Canadian dollar, and certain Asian currencies.
(f) Loss on disposition of fixed assets, net represents losses incurred from
the disposition of fixed assets retired or sold in the ordinary course of
business.
(g) Other, net represents miscellaneous expenses and increased from $1.1
million in fiscal 1997 to $1.2 million in fiscal 1998.
(h) Other income for fiscal 1998 includes $2.1 million from the favorable
settlement of claims for interest on overdue installments of interest
accruing prior to the commencement of the bankruptcy of the Company's
predecessor in 1993. Additionally, the Company has entered into a non-
binding agreement-in-principle to settle the remainder of these claims for
approximately $9.4 million. The Company has $10.3 million accrued for the
payment of such claims at January 31, 1998. Because these claims are in
the judicial process, final settlement is not expected to occur for
several months.
(i) Other income from the adjustment of allowances for contingencies from
previous operations of $5.3 million in fiscal 1998 includes (i) $3.8
million from the adjustment of an accrual for potential environmental
liability related to real estate used in previous operations, for which no
claims were filed and liability terminated by agreement with the
purchasers of the real estate during fiscal 1998, and (ii) $1.5 million
for the adjustment of allowances for factored receivables from previous
operations which were no longer necessary upon collection of the
receivables. Fiscal 1997 included $0.5 million of income from the reversal
of excess reserves relating to previous operations that were determined to
be unnecessary.
(j) Other income for fiscal 1998 includes adjustments totaling $12.7 million
to reduce accruals for certain tax contingencies established in
conjunction with the Restructuring referred to in Note 1(b) to the
consolidated financial statements included elsewhere herein. The
adjustment was made upon the resolution of these contingencies which did
not result in any cash payment or future liability for taxes.
(k) As described in Note 14 to the consolidated financial statements included
elsewhere herein, under Obligations to Settlement Trust, the Company had
made loans of $4.8 million to a trust (the "Trust") established for the
benefit of the holders of certain classes of pre-bankruptcy claims against
the Company. The Company provided allowances for the full amount of these
loans at the time they were funded and accrued no interest on them. The
Trust repaid the Company's loan during fiscal 1998 with interest of $1.4
million. As a result, the Company recognized $4.8 million of other income
in fiscal 1998 from the collection of the loan, which had no carrying
value, and recorded interest income of $1.4 million. The Company believes
it is very unlikely it will be required to make any additional loans to
the Trust which, under the terms of the Trust Agreement, must settle with
its beneficiaries and dissolve by June 8, 1998.
(l) Other income in fiscal 1997 includes $11.1 million from the adjustment of
a liability accrued from contingent pension liabilities established during
the reorganization in 1993. See Note 14 to the consolidated financial
statements included elsewhere herein under Contingent Pension Liabilities
for a discussion of this matter.
Interest expense and amortization of debt issue costs and premium. Interest
expense and amortization of debt issue costs decreased from $35.7 million in
fiscal 1997 to $19.9 million in fiscal 1998. The decrease was caused primarily
by retirement of indebtedness out of the proceeds of a public stock offering
completed in February 1997, a lower interest rate on borrowings under the senior
credit facility which was refinanced in June 1997, and interest savings from
the retirement of high interest
-20-
<PAGE>
rate subordinated debt financed by lower rate bank borrowings. See Notes 9 and
18 to the consolidated financial statements included elsewhere herein.
Income taxes. Income tax expense increased from $10.4 million in fiscal 1997
to $23.1 million in fiscal 1998. The increase in tax expense is due primarily
to higher consolidated pretax earnings in fiscal 1998. The difference between
expected income tax expense, computed by applying the U.S. statutory rate to
income from continuing operations, and income tax expense recognized, results
primarily because of (i) the nondeductibility for tax purposes of amortization
of reorganization value in excess of identifiable assets, (ii) foreign income
tax expense provided on foreign earnings, (iii) certain nontaxable liability
adjustments, (iv) foreign tax credits and (v) state and local income taxes. See
Note 11 to the consolidated financial statements included elsewhere herein for
further analysis of income tax expenses.
Extraordinary loss. The extraordinary loss of $16.2 million for fiscal 1998
resulted from (i) the payment of $17.3 million of redemption and market premiums
and the write-off of deferred financing costs of $4.6 million related to the
early retirement of $137.2 million principal amount of the Company's 11 1/8%
Series B Senior Subordinated Notes, (ii) the payment of $0.3 million of early
retirement fees and the write-off of $3.9 million of deferred financing costs
related to refinancing of the previous senior credit facility, and (iii) the tax
benefit from the aforementioned transactions of $9.9 million. See Note 9 to the
consolidated financial statements included elsewhere herein.
Net income (loss). The Company had a net loss in fiscal 1997 of $11.3 million
and net income in fiscal 1998 of $40.7 million. The increase in the net income
from the prior year of $52.0 million is caused by the effect of the increases in
operating income and other income and the decrease in interest expense, offset
by the increase in income tax expense and the extraordinary loss.
FISCAL 1997 COMPARED TO FISCAL 1996
General. Results of European operations were translated from Belgian francs
to U.S. dollars in fiscal 1997 and fiscal 1996 at average rates of approximately
30.93 and 29.38 francs to the U.S. dollar, respectively. This represented a
decrease in the value of the Belgian franc of 5.0%, which resulted in decreases
in reported sales, cost of sales and other expenses in fiscal 1997 compared to
fiscal 1996. The most significant effects from the difference in exchange rates
from fiscal 1997 to fiscal 1996 are noted in the following analysis and referred
to as an "exchange rate difference". The Company enters into forward foreign
exchange contracts and option contracts to reduce its economic exposure to
fluctuations in currency exchange rates for the Belgian franc and other foreign
currencies. Such instruments are marked to market at the end of each accounting
period; realized and unrealized gains and losses are recorded in Other Income.
During fiscal 1997, the Company had net gains from such instruments of $2.8
million.
Net Sales. Consolidated net sales increased to $741.1 million in fiscal 1997
from $675.2 million in fiscal 1996, an increase of $65.9 million or 9.8%.
Adjusted for the European exchange rate difference, sales increased from fiscal
1996 by 12.0%.
Sales from European operations increased from $271.6 million in fiscal 1996 to
$280.8 million in fiscal 1997, an increase of $9.2 million. The exchange rate
difference resulted in a $14.8 million decrease in reported sales versus fiscal
1996. The remainder, an increase of $24.0 million, represents an increase in
sales expressed in Belgian francs of 8.8% from fiscal 1996. Despite a generally
weak European economy, sales increased due to increased market share, increased
sales of diversified products (which includes footwear, handbags, and other
travel accessories), and consumer acceptance of new product lines. In fiscal
1997, European sales enjoyed strong third and fourth quarters, with strong
summer and Christmas sales reversing trends earlier in fiscal 1997.
Sales from the Americas operations increased from $366.4 million in fiscal
1996 to $417.6 million in fiscal 1997, an increase of $51.2 million or 14.0%.
The increase was due to continued broad consumer preference and demand for
Samsonite brand products, particularly lines of upright, lightweight softside
luggage which were redesigned in fiscal 1996. Additionally, the Company began
sales in the third quarter of fiscal 1997 of its new EZ CART(TM) product. Sales
of softside products in the U.S. continued to increase while sales of hardside
products decreased from fiscal 1996 to fiscal 1997. U.S. wholesale sales
increased from $266.9 million in fiscal 1996 to $295.8 million in fiscal 1997,
an increase of $28.9 million or 10.8%. Sales from
-21-
<PAGE>
operations in the other Americas increased from $36.9 million to $43.4 million,
an increase of $6.5 million, due to an increase in Mexican sales of $4.5
million, Canadian sales of $1.0 million, and Latin American exports of $1.0
million. Sales from the Company's retail stores increased by $15.8 million or
25.2%, from $62.7 million in fiscal 1996 to $78.5 million in fiscal 1997. Same
store sales increased by 10.3% from fiscal 1996. The Company had 149 retail
outlets open at January 31, 1997 compared to 126 at January 31, 1996.
Sales from International operations increased from $37.2 million in fiscal
1996 to $42.7 million in fiscal 1997, an increase of $5.5 million or 14.8%. Of
the change in revenues from fiscal 1996, $4.0 million was due to revenue from
the sale of McGregor apparel tradenames in certain Pacific Rim countries. The
remainder was due primarily to the Singapore distribution company which began
operations on January 1, 1996.
Gross profit. Consolidated gross profit for fiscal 1997 increased from fiscal
1996 by $31.3 million. Gross margin increased by 0.8 percentage point, from
38.6% in fiscal 1996 to 39.4% in fiscal 1997. Without the effect of a sale of
tradenames for $4.0 million, gross margin increased 0.4 percentage point to
39.0% in fiscal 1997.
Gross margins from European operations increased by 1.5 percentage points,
from 37.7% in fiscal 1996 to 39.2% in fiscal 1997. The improvement was due to
price increases in selected product lines, declining materials costs, and
improving productivity variances compared to fiscal 1996.
Gross profit margins from the Americas operations were 38.2% in fiscal 1997
and fiscal 1996. Certain margin improvements occurred in fiscal 1997 including
lower raw materials costs, product cost improvements on certain products, the
introduction of innovative products at higher margins, price increases on
selected product lines in the fourth quarter of fiscal 1997, higher retail sales
(which produce a higher margin than wholesale sales), and decreased sales of
obsolete products in fiscal 1997. These improvements were offset by promotional
sales discounts, increased sales of certain lower margin products relative to
the previous fiscal year, negative productivity variances from the startup of
production of new hardside products and the restructuring of operations, and
higher than anticipated costs on certain new product lines. The net result of
these factors was consistent year-to-year margin percentages.
Excluding the effect of the tradename sales in fiscal 1997, gross profit
margins from International operations decreased by 2.7 percentage points. The
decrease was attributable to the lack of price increases and a greater
proportion of sales of lower margin products in fiscal 1997.
In fiscal 1997, the Company began a global standardization project to
standardize its product lineup and product components, and finished goods
purchasing in order to continue to increase gross profit margins. To further
enhance gross profit margins, the Company announced price increases in the
United States on many of its product lines effective March 1, 1997.
Selling, General and Administrative Expenses ("SG&A"). Consolidated SG&A
increased by $30.1 million from fiscal 1996 to fiscal 1997. As a percent of
sales, SG&A was 31.5% in fiscal 1997 and 30.2% in fiscal 1996. Expenses
totaling approximately $5.4 million were incurred during fiscal 1997 for
consulting fees to establish the restructuring plan, the cessation of the former
CEO's employment, the hiring of new and additional members of the executive
management team, and for expenses in excess of the original provision in fiscal
1996 for the consolidation of American Tourister manufacturing facilities.
Without such expenses, SG&A would have been 30.8% of sales during fiscal 1997.
-22-
<PAGE>
SG&A for European operations increased by $5.5 million from fiscal 1996 to
fiscal 1997. The exchange rate difference caused SG&A to decrease by $4.0
million. The remainder, an increase of $9.5 million, resulted from an increase
in SG&A expressed in Belgian francs of 13.3%. The increase was due to higher
variable selling and distribution costs related to the higher sales levels ($2.0
million); higher salaries and employee benefits from the hiring of additional
sales and general management personnel to support higher sales levels and growth
oriented projects ($2.7 million); higher bad debt expense because of the
financial difficulties of a few specific customers ($1.1 million); higher
advertising expenses to support new products, entry into the eastern European
markets, and brand image in light of a generally weak European economy ($2.3
million); and various other expense categories ($1.4 million).
SG&A for the Americas operations, including worldwide corporate headquarters,
increased by $22.3 million in fiscal 1997 compared to fiscal 1996. The increase
was due to higher selling and administrative costs related to the increase in
retail sales ($7.9 million); higher national and co-op advertising expenses
($6.8 million); expenses relating to the cessation of the former CEO's
employment, expenses of hiring new and additional management team members,
consulting fees and the other expenses incurred related to the restructuring
($5.4 million); compensation expense related to restricted stock awards ($0.9
million): and other net increases ($1.3 million).
SG&A for the International operations increased by $2.3 million primarily due
to the expenses incurred in the foreign joint venture operations in Singapore,
which began in fiscal 1997.
Amortization of intangible assets. The Company recorded significant
intangible assets as a result of its reorganization in 1993. See Notes 1(b),
1(i) and 7 to the Company's consolidated financial statements included elsewhere
herein for a discussion of the recording and amortization of intangible assets.
Reorganization value in excess of identifiable assets became fully amortized
as of June 30, 1996, which generally accounts for the decrease in amortization
of intangible assets from $63.8 million in fiscal 1996 to $31.8 million in
fiscal 1997.
Provision for restructuring operations. The fiscal 1996 provision resulted
from a restructuring of certain manufacturing and administrative functions of
the American Tourister division. The fiscal 1997 provision of $10.7 million
resulted from a program to further consolidate functions and operations in North
America, Europe and the Far East, and to reduce or eliminate certain other
operations. The fiscal 1997 restructuring plan includes further consolidation
of hardside luggage production to Samsonite's largest U.S. facility located in
Denver, CO from other locations in the Americas, as well as eventual
consolidation of many administrative and control functions, primarily to Denver.
The Plan included the elimination of as many as 450 positions worldwide,
including approximately 150 manufacturing positions and approximately 300
managerial, office and clerical positions. The restructuring provision
consisted primarily of costs associated with involuntary employee terminations
and was comprised of estimated cash expenditures of $9.7 million and estimated
non-cash charges of $1.0 million, both on a pretax basis.
Operating income (loss). Operating results improved from a loss in fiscal 1996
of $9.4 million to income in fiscal 1997 of $15.5 million, an increase of $24.9
million. This increase was a result of higher revenues and improved margins
which increased gross profit by $31.3 million from fiscal 1996 and the decrease
in amortization of intangibles of $32.0 million, both of which were partially
offset by increases in SG&A of $30.1 million and the higher provision for
restructuring of $8.3 million.
Interest income. Interest income decreased from $4.7 million in fiscal 1996
to $1.4 million in fiscal 1997. Fiscal 1996 interest income included $2.9
million realized from a note receivable collected in connection with the sale of
an investment in a television station. Recurring interest income results from
temporary investments of cash on hand and is $0.4 million less than in fiscal
1996.
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<PAGE>
Other income (expense) - net. Following is an analysis of other income
(expense) - net for fiscal 1997 compared to fiscal 1996:
<TABLE>
<CAPTION>
Year ended January 31,
----------------------
1997 1996
---------- ---------
(In thousands)
<S> <C> <C>
Net gains from foreign currency forward delivery contracts (a) $ 2,829 (494)
Rental income (b) 1,987 1,735
Equity in loss of unconsolidated affiliate (c) (33) --
Foreign currency transaction losses, net (d) (211) (1,660)
Loss on disposition of fixed assets, net (e) (62) (245)
Other, net (f) (1,120) (737)
Favorable settlement of claims (g) 3,802 --
Adjustment of allowances relating to previous operations (h) 529 --
Adjustment of liability for PBGC claims (i) 11,100 --
Gain on sale of television station (j) -- 5,368
------- ------
$18,821 3,967
======= ======
</TABLE>
(a) Beginning in fiscal 1997, the Company entered into certain forward
exchange contracts to reduce its exposure to changes in exchange rates.
Other income for fiscal 1997 includes gains of $2.8 million from such
transactions. The income for fiscal 1997 resulted primarily from forward
exchange contracts selling forward the Belgian franc. The Company
estimates that the reduction in operating income from the year-to-year
strengthening of the U.S. dollar versus the Belgian franc was $2.9 million
in fiscal 1997.
(b) Rental income in fiscal 1997 and 1996 represents rents received from
properties retained by the Company which were used in previous operations.
As discussed elsewhere herein, such properties are expected to be disposed
of in fiscal 1999 and rental income will decline accordingly.
(c) Equity in loss of unconsolidated affiliate represents the Company's 50%
equity interest in the loss of its affiliate, Chia Tai Samsonite (H.K.)
Ltd., a 50% owned joint venture formed to manufacture and distribute
luggage in China which was formed in fiscal 1997.
(d) Foreign currency transaction losses represent net realized losses on
transactions denominated in currencies other than those used for financial
reporting. Foreign currency transaction losses decreased from $1.7 million
in fiscal 1996 to $0.2 million in fiscal 1997.
(e) Loss on disposition of fixed assets, net represents losses incurred from
the disposition of fixed assets retired or sold in the ordinary course of
business.
(f) Other, net represents miscellaneous expenses and decreased from $0.7
million in fiscal 1996 to $0.6 million in fiscal 1997.
(g) Other Income in fiscal 1997 included $3.8 million from the favorable
settlement for $0.2 million of a claim against the Company by a related
party. The Company had previously accrued $4.0 million for such claim.
This claim is part of the Contingent Liability with Respect to the Old
Notes described in Note 14 to the consolidated financial statements
included elsewhere herein and relates to the claim for interest on overdue
installments of interest accruing prior to the commencement of the
bankruptcy of the Company's predecessor in 1993. The contingent liability
was recorded as part of the reorganization. The holders of this claim were
Apollo Investment Fund, L.P. ("Apollo") and an affiliate of Apollo. Apollo
and its affiliates owned 36.08% of the outstanding shares of the Company's
common stock as of March 31, 1997.
-24-
<PAGE>
(h) Fiscal 1997 included $0.5 million of income from the reversal of excess
reserves relating to previous operations that were determined to be
unnecessary.
(i) Other income in fiscal 1997 included $11.1 million from the adjustment of
a previously recorded liability for contingent pension liabilities. See
Note 14 to the consolidated financial statements included elsewhere herein
for a discussion of this item.
(j) Other income in fiscal 1996 included a $5.4 million gain from the sale of
a television station investment related to previous operations.
Interest expense and amortization of debt issue costs and premium. Interest
expense and amortization of debt issue costs and premium decreased from $40.0
million in fiscal 1996 to $35.7 million in fiscal 1997 due to lower levels of
outstanding indebtedness in fiscal 1997 and lower average interest rates. The
U.S. senior credit facility allowed for lower rates in fiscal 1997 based on
improved performance and lower debt levels.
Income taxes. Income taxes increased from $9.1 million in fiscal 1996 to
$10.4 million in fiscal 1997. The increase in tax expense is due to higher
consolidated pretax earnings in fiscal 1997, partially offset by amortization of
reorganization value in excess of identifiable assets, which is not deductible
for tax purposes, in fiscal 1997 as compared to fiscal 1996. The relationship
between the expected income tax expense or benefit, computed by applying the
U.S. statutory rate to income or loss from continuing operations and income tax
expense recognized, resulted primarily because of (i) the nondeductibility for
tax purposes of amortization of reorganization value in excess of identifiable
assets, (ii) foreign income tax expense provided on foreign earnings, and (iii)
state and local income taxes. See Note 11 to the consolidated financial
statements included elsewhere herein for further analysis of income tax expense.
Operations discontinued and sold. The loss from discontinued operations in
fiscal 1996 includes an adjustment to reduce previously accrued losses on
disposal of $2.6 million, net of income taxes of $1.1 million, and a provision
for federal income taxes on the distribution of Culligan stock to certain
foreign stockholders of $3.8 million.
Extraordinary item. The extraordinary loss in fiscal 1996 resulted from the
payment of an $18.0 million redemption premium upon the early retirement of
senior secured notes. The extraordinary loss is presented in the consolidated
financial statements net of the unamortized premium on such notes of $4.4
million and the associated income tax benefit of $5.6 million.
Net loss. The net loss decreased from $61.5 million in fiscal 1996 to $11.3
million in fiscal 1997, a decrease of $50.2 million. The decrease in the net
loss was caused by the effect of the increases in operating and other income and
the decreases in interest expense, extraordinary loss, and loss on discontinued
operations, offset by the decrease in interest income and the increase in income
tax expense.
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
As reflected in the consolidated statements of cash flows included elsewhere
herein, cash flows provided by continuing operating activities decreased by $7.1
million in fiscal 1998 from fiscal 1997. Cash flows from net income, adjusted
for nonoperating and noncash charges, increased by $22.4 million, primarily as a
result of the increases in operating income described above, while cash flow
used for increases in working capital and other operating assets increased by
$29.5 million. At January 31, 1998, the Company had working capital of $187.2
million compared to $105.4 million at January 31, 1997, an increase of $81.8
million. Current assets increased by $39.3 million primarily due to an increase
in receivables of $9.3 million and an increase in inventories of $37.6 million,
both of which were partially offset by net decreases in cash and other current
assets of $7.6 million. Receivables increased due to a high volume of sales in
the second half of the fiscal year and extended terms on certain sales. The
increase in inventories of $37.6 million occurred primarily in domestic U.S.
operations and resulted from (i) an increase in retail stores' inventories of
approximately $15.1 million due to an increase in the number of stores and sales
volume and (ii) an increase in wholesale inventories of $15.0 million due to an
oversupply of certain new product introductions which were not accepted in the
marketplace, an increase in discontinued and obsolete products due to the volume
of new product introductions in fiscal 1998, and overproduction in the last half
of the fiscal year due to over optimistic sales
-25-
<PAGE>
forecasts. The Company is addressing these problems and intends to reduce
inventories through better forecasting and selling discontinued products through
its retail store outlets located primarily in factory outlet malls. Subsequent
to January 31, 1998, the Company sold two of the four assets held for sale
realizing approximately $3.0 million in proceeds, and has a contract to sell
another asset for approximately $12.2 million.
Cash flows used in investing activities increased from $17.0 million in fiscal
1997 to $37.9 million in fiscal 1998, an increase of $20.9 million. Capital
expenditures were $36.3 million in fiscal 1998 compared to $31.1 million in
fiscal 1997. Capital expenditures in fiscal 1998 consist primarily of tooling
for new products, warehouse expansion in Europe, and capital expenditures in
India for factory construction. Capital expenditures of $6.1 million in fiscal
1998 were incurred in the less than 100% owned subsidiaries, and were therefore
financed in part by the other shareholders in the ventures. In fiscal 1997, cash
was provided by liquidating assets used in previous operations of $10.4 million
while in fiscal 1998 cash of $4.0 million was used to fund obligations related
to these previous operations. The Company expects it will continue to use cash
to fund these obligations totaling approximately $6.3 million through calendar
2000. During fiscal 1998, the Company formed subsidiaries in Korea and Hong
Kong to acquire the distributorships from the former distributors in those
countries and made initial investments of approximately $2.5 million for
inventory, fixed assets, other assets and goodwill.
Cash flows provided by (used in) financing activities increased from cash used
in financing activities in fiscal 1997 of $11.7 million to cash provided by
financing activities in fiscal 1998 of $21.1 million, an increase in cash of
$32.8 million. The Company completed a public stock offering in February 1997,
receiving net cash proceeds from the offering of $130.2 million and $6.6 million
from the exercise of stock options by a former chief executive officer in
connection with the offering. The Company also received $0.4 million from the
exercise of other employee stock options throughout the fiscal year. The Company
used the net proceeds of the stock offering approximately as follows: (i) $89.5
million to redeem and purchase in the market $80.8 million principal amount of
11 1/8% Series B Subordinated Notes (the "Series B Notes"), including $8.7
million for early redemption and market premiums, (ii) $45.0 million to pay down
a term loan outstanding on the previous senior credit facility, and (iii) the
remainder for accrued interest and revolving credit loans under the senior
credit facility. The Company also amended and refinanced the previous senior
credit facility, which permitted it to purchase a limited principal amount of
the Series B Notes by open market purchases. As a result of the public stock
offering and the amended and refinanced Senior Credit Facility, a total of
$137.2 million principal amount of the Series B Notes were retired from the
previously outstanding amount of $190.0 million and a total of $17.6 million of
redemption and market premiums were paid.
At January 31, 1998, long-term obligations (including current installments)
were $179.2 million compared to $290.6 million at January 31, 1997, a decrease
of $111.4 million. At January 31, 1998, the Company had $133.0 million available
under its Senior Credit Facility. In addition, the Company's foreign
subsidiaries have approximately $56 million available borrowings under other
short-term lines of credit.
The Company's cash flow from operations together with amounts available under
its credit facilities were sufficient to fund fiscal 1998 operations, scheduled
payments of principal and interest on indebtedness, and capital expenditures.
Management of the Company believes that cash flow from operations and amounts
available under its credit facilities and new credit facilities in emerging
markets will be adequate to fund operating requirements and expansion plans
during the next 12 months. In addition, management currently believes the
Company will be able to meet long-term cash flow obligations from cash provided
by operations and other existing resources. As further discussed in Note 14 to
the consolidated financial statements under Contingent Pension Liabilities and
Contingent Liability with Respect to the Old Notes (included elsewhere herein),
the Company has merged two pension plans into one of its pension plans and has
reached an agreement-in-principle to settle certain claims arising from the
reorganization in 1993 for $9.4 million. The Company does not expect the merger
of the pension plans to have a material effect on funding requirements for the
merged plans and plans to fund the proposed $9.4 million settlement of the other
claims out of available capital resources from operations and/or credit
facilities.
-26-
<PAGE>
The Company's principal foreign operations are located in Western Europe, the
economies of which are not considered to be highly inflationary. The economy in
Mexico is considered highly inflationary beginning February 1, 1997. The
Company enters into foreign exchange contracts in order to reduce its exposure
on certain foreign operations through the use of forward delivery commitments.
During the past several years, the Company's most effective hedge against
foreign currency changes has been the foreign currency denominated debt balances
maintained in respect to its foreign operations. Geographic concentrations of
credit risk with respect to trade receivables are not significant as a result of
the diverse geographic areas covered by the Company's operations.
The Company's foreign operations in Asia consist primarily of distributorships
organized as joint venture subsidiaries. Economies and local currencies
throughout much of Asia have entered a tumultuous period beginning in fiscal
1998 as a result of political turmoil and general economic problems with
principal industries. During fiscal 1998, the Company had approximately $25
million of revenues from Asian sales and royalties and, as of January 31, 1998,
approximately $17.2 million in investments and receivables from Asian
subsidiaries, not including investments in the India joint venture subsidiary.
Part of the Company's hedging strategy is to protect against further currency
devaluation by hedging its expected operating earnings and investments related
to these countries through forward exchange contracts and local borrowings.
There can be no assurance given that such strategies will be effective.
Additionally, such hedging strategies do not mitigate the effect on sales and
operating earnings of the slumping local economies in these countries.
Because of the relatively small part of the Company's revenues and assets
related to Asia, the Company does not believe the Asian economic problems will
have a material impact on the overall Company operations. However, if such
conditions continue, the Company's expected growth in this area of the world
could be adversely affected.
The Company believes that disclosure of its Earnings Before Interest, Taxes,
Depreciation, and Amortization (EBITDA) provides useful information regarding
the Company's ability to incur and service debt, but that it should not be
considered a substitute for operating income or cash flow from operations
determined in accordance with generally accepted accounting principles. 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, and should not be considered in isolation to or as a substitute
for other measures of performance. 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, as calculated by the Company, also
excludes extraordinary items, discontinued operations, and minority interest in
earnings of subsidiaries. The Company's EBITDA for the years ended January 31,
1998, 1997, and 1996 was $126.2 million, $88.2 million, and $78.7 million,
respectively. However, these amounts include (i) restructuring provisions; (ii)
other income primarily related to various items from previous operations; and
(iii) foreign currency transaction losses, net; loss on disposition of fixed
assets, net; and other, net (see Note 15 to the consolidated financial
statements included elsewhere herein) of $17.9 million, $3.4 million, and $0.4
million for the years ended January 31, 1998, 1997, and 1996, respectively,
which management believes should be deducted from the calculation of EBITDA.
EBITDA for fiscal 1998 as set forth above reflects the impact of $4.1 million of
negative production variances incurred during the last half of fiscal 1998.
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 the Recapitalization 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 (which were substantially retired on April 24,
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 Board is
-27-
<PAGE>
continuing to explore alternatives to the $12.50 per share dividend
Recapitalization (including transactions not involving a controlling equity
investment by a third party) which would permit the Company to make cash
payments to shareholders significantly greater than $12.50, but significantly
less than the $30.00 range previously discussed. No assurances can be given,
however, that any such transaction, including the Recapitalization, will be
consummated. The Company currently expects to reach a decision by the end of
May, 1998 as to which transaction, if any, will be pursued. Any such transaction
if pursued will be subject to satisfaction of various conditions, including
receipt of necessary financing.
The Company expects to record charges to expense in the second quarter of
fiscal 1999 for financial, legal and other expenses associated with the process
of exploring these alternative plans.
The Company completed a tender offer on April 23, 1998 for $52.3 million out
of the $52.8 million outstanding principal amount of its 11 1/8% Series B
Subordinated Notes at a price of $115.35 per $100 of principal. The Company's
existing Senior Credit Facility was amended to allow for financing the
retirement of the Series B Notes from borrowings under the Senior Credit
Facility. 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 tender offer.
On March 23, 1998, the Company announced a restructuring of its Torhout,
Belgium manufacturing operations. The Company will record a charge of
approximately $2.6 million pre-tax 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.
As discussed elsewhere herein, 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. The Company is
currently evaluating its U.S. wholesale hardside production operations in light
of various marketing issues the Company is encountering with its hardside
suitcase products in the United States which have resulted in excess inventory,
declining sales, and reduced production requirements. This evaluation may
result in additional restructuring charges related to U.S. wholesale operations
in fiscal 1999.
The Company is also 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
dispose of or liquidate this investment. At January 31, 1998, the Company had a
net investment of approximately $2.4 million in this joint venture.
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 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.
-28-
<PAGE>
EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In February 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 128, Earnings Per Share. This statement
establishes standards for computing and presenting earnings per share ("EPS")
and applies to all entities with publicly held common stock or potential common
stock. This statement replaces the presentation of primary EPS and fully
diluted EPS with a presentation of basic EPS and diluted EPS, respectively.
Basic EPS excludes dilution and is computed by dividing earnings available to
common stockholders by the weighted-average number of common shares outstanding
for the period. Similar to fully diluted EPS, diluted EPS reflects the
potential dilution of securities that could share in the earnings. This
statement is effective for the Company's consolidated financial statements for
the year ended January 31, 1998 and has been adopted, resulting in the
restatement of earnings per share for all prior periods. Details regarding
earnings per share are disclosed at Note 1(k) to the consolidated financial
statements.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 130, Reporting Comprehensive Income
(Statement 130), which requires comprehensive income to be displayed prominently
within the consolidated financial statements. Comprehensive income is defined
as all recognized changes in equity during a period from transactions and other
events and circumstances except those resulting from investments by owners and
distributions to owners. Net income and items that previously have been
recorded directly in equity are included in comprehensive income. Statement 130
affects only the reporting and disclosure of comprehensive income, it does not
affect recognition or measurement of income. Statement 130 is effective for
fiscal years beginning after December 15, 1997, with earlier application
permitted. The Company plans to adopt Statement 130 in the first quarter of
fiscal 1999.
In June 1997, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 131, Disclosures about Segments of an
Enterprise and Related Information (Statement 131). Statement 131 provides
guidance for reporting information about operating segments in annual financial
statements and requires reporting of selected information about operating
segments in interim financial reports of public companies. An operating segment
is defined as a component of a business that engages in business activities from
which it may earn revenue and incur expenses, a component whose operating
results are regularly reviewed by the company's chief operating decision maker,
and a component for which discrete financial information is available.
Statement 131 establishes quantitative thresholds for determining operating
segments of a company. Statement 131 is effective for fiscal years beginning
after December 15, 1997, with earlier application permitted. The Company plans
to adopt Statement 131 in the first quarter of fiscal 1999 by reporting
operating segment information on Form 10-Q.
In February 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 132, Employers' Disclosures about Pensions
and Other Postretirement Benefits (Statement 132). This statement revised
employers' disclosures about pension and other postretirement benefit plans and
standardizes the disclosure requirements to the extent practicable. This
statement is effective for the Company's consolidated financial statements for
the year ending January 31, 1999. The Company does not expect the adoption of
Statement 132 to materially impact the financial statement presentation.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The consolidated financial statements and supplementary financial information
required by this Item and included in this Report are listed in the Index to
Consolidated Financial Statements and Schedule appearing on page F-1.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
-29-
<PAGE>
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The information required by Item 10 is incorporated by reference from the 1998
Proxy Statement to be filed with the Securities and Exchange Commission within
120 days of the end of the fiscal year covered by this Report.
ITEM 11. EXECUTIVE COMPENSATION
The information required by Item 11 is incorporated by reference from the 1998
Proxy Statement to be filed with the Securities and Exchange Commission within
120 days of the end of the fiscal year covered by this Report.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The information required by Item 12 is incorporated by reference from the 1998
Proxy Statement to be filed with the Securities and Exchange Commission within
120 days of the end of the fiscal year covered by this Report.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The information required by Item 13 is incorporated by reference from the 1998
Proxy Statement to be filed with the Securities and Exchange Commission within
120 days of the end of the fiscal year covered by this Report.
-30-
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K
(a) 1. Financial Statements:
See Index to Consolidated Financial Statements and Schedule on page F-1
hereof.
2. Financial Statement Schedule:
See Index to Consolidated Financial Statements and Schedule on page F-1
hereof.
3. Exhibits:
See Exhibit Index on pages E-1 through E-4 hereof.
(b) Reports on Form 8-K.
Form 8-K dated March 24, 1998.
Item 5. Other Events
-31-
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.
SAMSONITE CORPORATION
By: /s/ Richard R. Nicolosi
----------------------------------
Chairman of the Board and
Chief Executive Officer
Date: April 29, 1998
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the following persons on behalf of the registrant and
in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/ Richard R. Nicolosi Chairman of the Board and Chief April 29, 1998
- ------------------------- Executive Officer
Richard R. Nicolosi
/s/ Richard H. Wiley Chief Financial Officer and Treasurer April 29, 1998
- -------------------------
Richard H. Wiley
/s/ R. Theodore Ammon Director April 29, 1998
- -------------------------
R. Theodore Ammon
Director April 29, 1998
- -------------------------
Bernard Attal
/s/ Leon D. Black Director April 29, 1998
- -------------------------
Leon D. Black
/s/ Robert H. Falk Director April 29, 1998
- -------------------------
Robert H. Falk
/s/ Mark H. Rachesky Director April 29, 1998
- -------------------------
Mark H. Rachesky
/s/ Robert L. Rosen Director April 29, 1998
- -------------------------
Robert L. Rosen
/s/ Marc J. Rowan Director April 29, 1998
- -------------------------
Marc J. Rowan
/s/ Stephen J. Solarz Director April 29, 1998
- -------------------------
Stephen J. Solarz
</TABLE>
-32-
<PAGE>
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULE
<TABLE>
<CAPTION>
CONSOLIDATED FINANCIAL STATEMENTS Page
----
<S> <C>
Independent Auditors' Report .................................................. F-2
Consolidated Balance Sheets as of January 31, 1998 and 1997 ................... F-3
Consolidated Statements of Operations for each of the years in the three-year
period ended January 31, 1998 ............................................... F-4
Consolidated Statements of Stockholders' Equity for each of the years in the
three-year period ended January 31, 1998 .................................... F-5
Consolidated Statements of Cash Flows for each of the years in the three-year
period ended January 31, 1998 ............................................... F-6
Notes to Consolidated Financial Statements .................................... F-8
SCHEDULE:
Schedule II - Valuation and Qualifying Accounts ................................ F-33
</TABLE>
F-1
<PAGE>
INDEPENDENT AUDITORS' REPORT
----------------------------
The Board of Directors
Samsonite Corporation:
We have audited the accompanying consolidated financial statements of
Samsonite Corporation and subsidiaries as listed in the accompanying index. In
connection with our audits of the consolidated financial statements, we also
have audited the financial statement schedule as listed in the accompanying
index. These consolidated financial statements and financial statement schedule
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these consolidated financial statements and financial
statement schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the financial position of Samsonite
Corporation and subsidiaries as of January 31, 1998 and 1997, and the results of
their operations and their cash flows for each of the years in the three-year
period ended January 31, 1998, in conformity with generally accepted accounting
principles. Also in our opinion, the related financial statement schedule, when
considered in relation to the basic consolidated financial statements taken as a
whole, presents fairly, in all material respects, the information set forth
therein.
KPMG Peat Marwick LLP
Denver, Colorado
March 17, 1998, except as to
Note 19, which is as of April 24, 1998
F-2
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Consolidated Balance Sheets
January 31, 1998 and 1997
(In thousands)
<TABLE>
<CAPTION>
ASSETS January 31,
------ ----------------------
1998 1997
---------- ---------
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 3,134 9,343
Trade receivables, net of allowances for doubtful accounts of $8,766 and $7,431 91,523 83,276
Notes and other receivables 10,129 9,045
Inventories (note 5) 172,665 135,071
Deferred income tax assets (note 11) 31,623 36,365
Prepaid expenses and other current assets 13,873 13,012
Assets held for sale 11,471 9,002
--------- --------
Total current assets 334,418 295,114
Investments in affiliates 2,425 2,989
Property, plant and equipment, net (note 6) 142,351 143,959
Intangible assets, less accumulated amortization of
$206,260 and $203,039 (notes 2 and 7) 116,908 127,655
Other assets and long-term receivables, net of allowances for doubtful accounts
of $706 and $5,556 (note 12) 13,947 22,941
--------- --------
$ 610,049 592,658
========= ========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
Current liabilities:
Short-term debt (note 8) 5,640 2,095
Current installments of long-term obligations (note 9) 6,977 22,862
Accounts payable 49,221 46,777
Accrued interest expense 1,223 2,183
Accrued compensation and employee benefits 17,228 21,540
Other accrued expenses (note 14) 66,917 94,262
--------- --------
Total current liabilities 147,206 189,719
Long-term obligations, less current installments (notes 9 and 19) 172,246 267,755
Deferred income tax liabilities (note 11) 15,730 30,921
Other noncurrent liabilities (notes 12 and 14) 59,838 75,125
--------- --------
Total liabilities 395,020 563,520
--------- --------
Minority interests in consolidated subsidiaries 6,143 4,140
--------- --------
Stockholders' equity (notes 9, 10 and 18):
Preferred stock -- --
Common stock 204 160
Additional paid-in capital 418,462 266,752
Accumulated deficit (195,171) (235,870)
Foreign currency translation adjustment (14,449) (5,337)
Unearned compensation - restricted shares (160) (707)
--------- --------
Total stockholders' equity 208,886 24,998
--------- --------
Commitments and contingencies (notes 9, 10, 12, 14 and 19)
$ 610,049 592,658
========= ========
</TABLE>
See accompanying notes to consolidated financial statements.
F-3
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Operations
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Year ended January 31,
-------------------------------
1998 1997 1996
--------- -------- --------
<S> <C> <C> <C>
Net sales $736,875 741,138 675,209
Cost of goods sold 424,349 449,333 414,691
-------- ------- -------
Gross profit 312,526 291,805 260,518
Selling, general and administrative expenses 234,257 233,761 203,701
Amortization of intangible assets 7,101 31,837 63,824
Provision for restructuring operations (note 4) 1,866 10,670 2,369
-------- ------- -------
Operating income (loss) 69,302 15,537 (9,376)
Other income (expense):
Interest income 2,574 1,419 4,709
Interest expense and amortization of debt issue costs and premium (19,918) (35,670) (39,974)
Other income - net (notes 14 and 15) 28,294 18,821 3,967
-------- ------- -------
Income (loss) from continuing operations before income taxes, minority
interest, and extraordinary item 80,252 107 (40,674)
Income tax expense (note 11) (23,088) (10,389) (9,095)
Minority interest in earnings of subsidiaries (287) (1,041) (1,385)
-------- ------- -------
Income (loss) from continuing operations before extraordinary item 56,877 (11,323) (51,154)
Operations discontinued and sold (note 3):
Loss on discontinuance - net, after income tax expense -- -- (2,251)
of $1,062 -------- ------- -------
Income (loss) before extraordinary item 56,877 (11,323) (53,405)
Extraordinary item - loss on extinguishment of debt,
net of income tax benefit of $9,930 and $5,589 (note 9) (16,178) -- (8,042)
-------- ------- -------
Net income (loss) $ 40,699 (11,323) (61,447)
======== ======= =======
Income (loss) per common share - basic:
Continuing operations before extraordinary item $ 2.81 (.71) (3.24)
Operations discontinued and sold -- -- (.14)
Extraordinary item (.80) -- (.51)
-------- ------- -------
Net income (loss) per share $ 2.01 (.71) (3.89)
======== ======= =======
Income (loss) per common share - assuming dilution:
Continuing operations before extraordinary item $ 2.70 (.71) (3.24)
Operations discontinued and sold -- -- (.14)
Extraordinary item (.77) -- (.51)
-------- ------- -------
Net income (loss) per share $ 1.93 (.71) (3.89)
======== ======= =======
</TABLE>
See accompanying notes to consolidated financial statements.
F-4
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Stockholders' Equity
(In thousands, except share amounts)
<TABLE>
<CAPTION>
Foreign Unearned Note
Additional Accumu- currency compensation- receivable
Preferred Common paid-in lated translation restricted from
stock(1) stock(2) capital deficit adjustment shares officer
------- ------- ------- ------- ---------- ------ -------
<S> <C> <C> <C> <C> <C> <C> <C>
Balance, February 1, 1995 $ -- 155 312,989 (163,100) (1,572) -- --
Net loss -- -- -- (61,447) -- -- --
Issuance of 425,532 shares
to officer in exchange for
note receivable (note 10) -- 4 9,996 -- -- -- (10,000)
Spinoff of water treatment
business (note 3) -- -- (61,143) -- -- -- --
Foreign currency
translation adjustment -- -- -- -- (766) -- --
------- ----- ------- -------- ------- ------- --------
Balance, January 31, 1996 -- 159 261,842 (224,547) (2,338) -- (10,000)
Net loss -- -- -- (11,323) -- -- --
Issuance of 55,000 shares of
common stock to an officer
for cash (note 10) -- -- 1,004 -- -- -- --
Stock award of 60,000 shares
of restricted common stock
to an officer (note 10) -- 1 1,094 -- -- (1,095) --
Issuance of 513 shares to
directors for services (note 10) -- -- 19 -- -- -- --
Amortization of restricted
stock award to compensation
expense (note 10) -- -- -- -- -- 388 --
Compensation expense accrued for
stock bonus awards (note 10) -- -- 503 -- -- -- --
Exercise of employee stock
options and related income
tax benefits (note 10) -- -- 591 -- -- -- --
Reclassification of accrued
compensation for stock
options exercised -- -- 1,699 -- -- -- --
Foreign currency
translation adjustment -- -- -- -- (2,999) -- --
Payment of note receivable
(note 10) -- -- -- -- -- -- 10,000
------- ----- ------- --------- ------- ------ --------
Balance, January 31, 1997 -- 160 266,752 (235,870) (5,337) (707) --
Net income -- -- -- 40,699 -- -- --
Issuance of 3,300,000 shares
of common stock in
public offering, net of
offering costs and
underwriting discount of
$8,303 (note 18) -- 33 130,209 -- -- -- --
Issuance of 4,032 shares to
directors for services (note 10) -- -- 174 -- -- -- --
Issuance of 1,033,203
shares for exercise of
employee stock options and
related income tax benefits,
net of 889,450 shares
exchanged (notes 10 and 18) -- 11 20,617 -- -- -- --
Amortization of restricted
stock award to compensation
expense (note 10) -- -- -- -- -- 547 --
Compensation expense accrued for
stock bonus awards (note 10) -- -- 710 -- -- -- --
Foreign currency
translation adjustment -- -- -- -- (9,112) -- --
------- ----- ------- --------- -------- ------- --------
Balance, January 31, 1998 $ -- 204 418,462 (195,171) (14,449) (160) --
======= ===== ======= ========= ======== ======= ========
</TABLE>
(1) $.01 par value; 2,000,000 shares authorized; no shares issued and
outstanding at January 31, 1998 or 1997.
(2) $.01 par value; 60,000,000 shares authorized; 20,371,068 and 16,033,833
shares issued and outstanding at January 31, 1998 and 1997, respectively.
See accompanying notes to consolidated financial statements.
F-5
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
<TABLE>
<CAPTION>
Year ended January 31,
---------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 40,699 (11,323) (61,447)
Adjustments to reconcile net income (loss) to net cash provided by
continuing operating activities:
Nonoperating loss (gain) items:
Loss on extinguishment of debt 16,178 -- 8,042
Loss on discontinuance of operations -- -- 2,251
Loss on disposition of fixed assets, net 377 62 245
Gain on sale of other asset -- -- (5,368)
Depreciation and amortization of property, plant and equipment 21,493 22,052 20,277
Amortization of debt issue costs and premium 888 1,932 803
Amortization of intangible assets 7,101 31,837 63,824
Amortization of stock awards and stock issued for services 1,431 910 --
Deferred income tax expense (benefit) (4,750) 1,365 2,809
Adjustment of liability for PBGC claims -- (11,100) --
Adjustment of allowances for contingencies from previous operations (5,299) -- --
Adjustment of liability for contingent accruals (12,700) -- --
Net provision for doubtful accounts 4,341 2,815 2,627
Net provision for restructuring operations 1,866 10,670 2,369
Changes in operating assets and liabilities:
Trade and other receivables (13,177) (17,850) 3,544
Inventories (35,686) (19,335) (6,404)
Other current assets (440) 3,431 (620)
Accounts payable and accrued liabilities 1,234 9,027 (11,114)
Other adjustments - net (5,345) 853 (2,170)
-------- ------- -------
Net cash provided by continuing operating activities 18,211 25,346 19,668
-------- ------- -------
Cash flows provided by (used in) investing activities:
Proceeds from sales of fixed assets and other asset 1,625 2,323 15,086
Purchases of property, plant and equipment:
By Company and wholly-owned subsidiaries (30,189) (25,465) (19,668)
By less than 100% owned subsidiaries (6,124) (5,628) (2,000)
Cash received from spinoff of operations -- -- 112,000
Net cash received from (used in) previous operations (3,999) 10,446 10,483
Acquisition of foreign distributorships (2,547) -- --
Acquisition of Mexico subsidiary, net of cash acquired of $1,469 -- -- 1,275
Other 3,292 1,307 (280)
-------- ------- -------
Net cash provided by (used in) investing activities (37,942) (17,017) 116,896
-------- ------- -------
</TABLE>
F-6
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Consolidated Statements of Cash Flows (Continued)
(In thousands)
<TABLE>
<CAPTION>
Year ended January 31,
---------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
Cash flows provided by (used in) financing activities:
Net borrowings (payments) of senior credit facility $ 53,628 (8,000) 58,000
Proceeds from issuance of senior notes -- -- 190,000
Issuance costs for senior notes and credit facility (467) -- (13,472)
Retirement of senior notes (137,199) -- (375,217)
Redemption premium on retirement of long-term obligations (17,556) -- (18,000)
Proceeds from long-term obligations - other 4,657 26,206 19,910
Payments of long-term obligations - other (25,980) (35,901) (15,201)
Proceeds from (payments of) short-term debt - net 4,096 (7,231) (14,022)
Proceeds from public stock offering, net of offering costs 130,242 -- --
Proceeds from sale of common stock and exercise of stock options 7,012 1,327 --
Payment of note receivable from officer -- 10,000 --
Other, net 2,621 1,907 (1,384)
--------- ------- --------
Net cash provided by (used in) financing activities 21,054 (11,692) (169,386)
--------- ------- --------
Effect of exchange rate changes on cash and cash equivalents (7,532) (2,473) (1,813)
--------- ------- --------
Net decrease in cash and cash equivalents (6,209) (5,836) (34,635)
Cash and cash equivalents, beginning of year 9,343 15,179 49,814
--------- ------- --------
Cash and cash equivalents, end of year $ 3,134 9,343 15,179
========= ======= ========
Supplemental disclosures of cash flow information:
Cash paid during the year for interest $ 20,451 33,194 46,755
========= ======= ========
Cash paid during the year for income taxes, net $ 8,733 3,210 5,315
========= ======= ========
</TABLE>
Noncash transactions:
During the years ended January 31, 1998, 1997, and 1996, property
and equipment was acquired under capital lease financing
transactions aggregating $924, $1,281 and $2,307, respectively.
Other noncash transactions are described in notes 3, 10, 14, and 15.
See accompanying notes to consolidated financial statements.
F-7
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements
January 31, 1998 and 1997
(1) SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) General Business
Samsonite Corporation and subsidiaries (the "Company") was formerly known
as Astrum International Corp. ("Astrum"). On July 14, 1995, Astrum merged
with its wholly-owned subsidiary, Samsonite Corporation, and changed its
name to Samsonite Corporation. The Company is engaged in the manufacture
and sale of luggage and related products throughout the world, primarily
under the Samsonite, American Tourister, and Lark brand names. The
principal customers of the Company are department/specialty retail stores,
mass merchants, catalog showrooms, and warehouse clubs. The Company also
sells its luggage and other travel-related products through its Company-
owned stores.
Previously, Astrum was a holding company with subsidiaries involved in the
water treatment business and apparel manufacturing business in addition to
the luggage business. As more fully explained in note 3, the Company spun
off the water treatment and discontinued the apparel manufacturing business
segments.
(b) Basis of Presentation
On May 25, 1993, the United States Bankruptcy Court for the Southern
District of New York confirmed the Amended Plan of Reorganization (the
"Plan") for Astrum. Pursuant to the terms of the Plan, which became
effective on June 8, 1993 (the "Effective Date"), Astrum completed a
comprehensive financial reorganization which reduced debt and annual
interest expense (the "Restructuring").
The Restructuring has been accounted for 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 90-7"). SOP 90-7 requires that assets and liabilities be
adjusted to their fair values ("fresh-start" values) and that a new
reporting entity be created. On June 30, 1993, for accounting purposes, the
Plan was consummated and SOP 90-7 was adopted. The accompanying
consolidated financial statements include the ongoing impact of the fresh-
start reporting, the most significant of which included the recording of
Reorganization Value in Excess of Identifiable Assets. Reorganization Value
in Excess of Identifiable Assets was amortized over a three-year period
which ended in June 1996.
(c) Principles of Consolidation
The consolidated financial statements include the financial statements of
Samsonite Corporation and its wholly-owned and majority-owned subsidiaries.
All significant intercompany balances and transactions have been eliminated
in consolidation. The Company's foreign subsidiaries generally have
December 31 year ends.
Minority interests consist of other stockholders' ownership interests in
majority-owned subsidiaries of the Company.
F-8
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(d) Use of Estimates
The preparation of consolidated financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date
of the consolidated financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could
differ significantly from those estimates.
(e) Cash Equivalents
The Company considers all highly liquid debt instruments with original
maturities of three months or less to be cash equivalents.
(f) Inventories
The Company values inventories at the lower of cost, using the first-in,
first-out ("FIFO") method, or market.
(g) Investments in Affiliates
Investments in affiliates for which the Company owns 20% to 50% are
accounted for under the equity method.
At January 31, 1998, investments in affiliates primarily represent the
Company's investment in Chia Tai Samsonite (H.K.) Ltd., a 50% owned joint
venture formed to manufacture and distribute luggage in China.
(h) Property, Plant and Equipment
Property, plant and equipment acquired subsequent to the adoption of fresh-
start reporting are stated at cost. In connection with the adoption of
fresh-start reporting at June 30, 1993, the Company was required to adjust
property, plant and equipment to fair value. Assets under capital leases
are stated at the present value of the future minimum lease payments.
Improvements which extend the life of an asset are capitalized. Maintenance
and repair costs are expensed as incurred.
Assets held for sale are assets not used in the Company's luggage
manufacturing or distribution operations; the majority of such assets were
sold, or were under contract for sale, subsequent to January 31, 1998.
These assets are recorded at the lower of cost or net realizable value
(fair value less costs to sell).
Depreciation and amortization are provided on the straight-line method over
the estimated useful lives of the assets as follows:
Buildings.................................... 20 to 65 years
Machinery, equipment and other............... 2 to 20 years
F-9
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(i) Intangible Assets
As a result of adopting fresh-start reporting in 1993, the Company recorded
Reorganization Value in Excess of Identifiable Assets which became fully
amortized in June of 1996. Tradenames, licenses, patents and other
intangibles were recorded at fair value based upon independent appraisals.
These assets are amortized on a straight-line basis over their estimated
useful lives which are primarily as follows:
Tradenames....................................40 years
Licenses, patents and other...................1 to 23 years
The Company accounts for these intangible assets at the lower of amortized
cost or fair value. On an ongoing basis, the Company reviews the valuation
and amortization of intangible assets, taking into consideration any events
or circumstances which may have diminished the recorded value.
(j) Debt Issuance Costs
Costs incurred in connection with the issuance of new debt instruments are
deferred and included in other assets. Such costs are amortized over the
term of the related debt obligation.
(k) Per Share Data
The Company has adopted and retroactively applied the requirements of
Statement of Financial Account Standards No. 128, Earnings Per Share ("SFAS
128") to all periods presented. This change does not have a material
impact on the computation of the earnings per share data. SFAS 128
requires the disclosure of "basic" earnings per share and "diluted"
earnings per share. Basic earnings per share is computed by dividing
income available to common stockholders by the weighted average number of
common shares outstanding. Diluted earnings per share is computed by
dividing income available to common stockholders by the weighted average
number of common shares outstanding increased for potentially dilutive
common shares outstanding during the period. The dilutive effect of stock
options, warrants, and their equivalents is calculated using the treasury
stock method. The following table presents a reconciliation of the
numerators and denominators of basic earnings per share and earnings per
share - assuming dilution for the year ended January 31, 1998:
<TABLE>
<CAPTION>
INCOME SHARES PER SHARE AMOUNT
----------- ---------- ----------------
<S> <C> <C> <C>
Basic earnings per share:
Income from continuing operations
before extraordinary item available to
common stockholders $56,877,000 20,235,802 $2.81
=====
Add dilutive effect of stock options and
awards -- 850,783
----------- ----------
Earnings per share - assuming dilution:
Income from continuing operations
before extraordinary item available to
common stockholders plus assumed
conversions $56,877,000 21,086,585 $2.70
=========== ========== =====
</TABLE>
F-10
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Loss from continuing operations before extraordinary item per share and net
loss per share for the years ended January 31, 1997 and 1996 is computed
based on a weighted average number of shares of common stock outstanding
during the period of 15,971,157 and 15,806,675, respectively. Basic
earnings per share and earnings per share - assuming dilution are the same
for the years ended January 31, 1997 and 1996 because of the antidilutive
effect of stock options and awards when there is a loss from continuing
operations.
(l) Income Taxes
The Company accounts for income taxes in accordance with the provisions of
Statement of Financial Accounting Standards No. 109, Accounting for Income
Taxes ("SFAS 109"). SFAS 109 requires recognition of deferred tax assets
and liabilities for operating loss and tax credit carryforwards and the
estimated future tax consequences attributable to temporary differences
between the financial statement carrying amount of existing assets and
liabilities and their respective tax bases. Measurement of deferred tax
assets and liabilities is based upon enacted tax rates expected to apply to
taxable income in the years in which carryforwards and temporary
differences are expected to be recovered or settled. The effect on
deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date.
Deferred tax assets are reduced by a valuation allowance for the portion of
such assets for which it is more likely than not the amount will not be
realized. Deferred tax assets and liabilities are classified as current or
noncurrent based on the classification of the underlying asset or liability
giving rise to the temporary difference or the expected date of utilization
of carryforwards.
(m) Insurance
The Company maintains self-insurance programs for certain workers'
compensation risks up to $300,000 per individual claim. The Company
purchases excess workers' compensation coverage for individual claims in
excess of $300,000.
(n) Foreign Exchange Risk and Financial Instruments
The accounts of the Company's foreign subsidiaries and affiliates are
generally measured using the local currency as the functional currency. For
those operations, assets and liabilities are translated into U.S. dollars
at period-end exchange rates. Income and expense accounts are translated at
average monthly exchange rates. Net exchange gains or losses resulting from
such translation are excluded from results of operations and accumulated as
a separate component of stockholders' equity. Gains and losses from foreign
currency transactions are included in other income (expense). See note 15.
The Company enters into foreign exchange contracts in order to reduce its
economic exposure to fluctuations in currency exchange rates on certain
foreign operations and royalty agreements through the use of forward
delivery commitments. Generally, open forward delivery commitments are
marked to market at the end of each accounting period and corresponding
gains and losses are recognized in other income (expense). See note 15.
With respect to trade receivables, concentration of credit risk is limited
due to the diversity in the Company's customer base and geographic areas
covered by the Company's operations. In certain European countries, the
Company receives negotiable trade acceptances as payment for goods with
maturities from 60 to 90 days from the date of issuance. These instruments
are generally discounted
F-11
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
to banks with recourse. At January 31, 1998, approximately $13,586,000 of
such instruments had been discounted and, by the terms of their maturity
dates, were uncollected by the holders. Any probable bad debt losses for
trade receivables or acceptances have been reserved for in the allowance
for doubtful accounts.
(o) Accounting for Long-lived Assets
The Company accounts for long-lived assets in accordance with the
provisions of Statement of Financial Accounting Standards No. 121,
Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of ("SFAS 121"). SFAS 121 requires impairment losses
to be recorded on long-lived assets, and certain identifiable intangible
assets, used in operations when indicators of impairment are present and
the undiscounted future cash flows (without interest charges) estimated to
be generated by such assets are less than the assets' carrying amount.
Impairment is measured by the excess of the assets' carrying amount over
fair value. SFAS 121 also requires that long-lived assets and certain
identifiable intangibles that are expected to be disposed of be reported at
the lower of the carrying amount or fair value less costs to sell.
(p) Revenue Recognition
Revenues from wholesale product sales are recognized at the time of
shipment, and provisions are made for markdown allowances, returns and
discounts. Revenues from retail sales are recognized at the point-of-sale.
The Company licenses its brand names to certain unrelated third parties as
well as certain foreign subsidiaries and joint ventures. Net sales include
royalties earned of $19,925,000, $20,548,000, and $17,056,000 for the years
ended January 31, 1998, 1997, and 1996, respectively. Royalty revenues in
fiscal 1998 and 1997 include approximately $2,200,000 and $3,900,000,
respectively, from the sale of apparel trademarks in certain foreign
countries.
(2) PURCHASE OF SOUTH KOREA AND HONG KONG DISTRIBUTORSHIPS
During the year ended January 31, 1998, the Company formed a subsidiary,
Samsonite Korea Limited ("SKL"), which is owned 71% by the Company and 29%
by the Company's former distributor in South Korea. The Company
contributed $832,000 to SKL for its equity interest. SKL acquired the
inventory, fixed assets, and other assets of the distributorship and
recorded approximately $200,000 of goodwill. By agreement with its joint
venture partner, the Company will acquire an additional 9% interest in SKL
on October 1, 1998.
During the year ended January 31, 1998, the Company formed a 100% owned
subsidiary, Samsonite Hong Kong Limited ("HKL"), which purchased the assets
of the Company's former Hong Kong distributor. The Company made
investments or advances to HKL of $1,715,000 for the purchase of inventory,
fixed assets, and other assets from the former Hong Kong distributor.
Approximately $439,000 of goodwill was recorded as a result of the
purchase.
(3) OPERATIONS DISCONTINUED AND SOLD
During fiscal 1995, the Company's Board of Directors adopted a plan to (i)
separate the water treatment business from its other operations through a
spinoff in the form of a one-for-one stock dividend to the Company's
stockholders and (ii) to sell or otherwise discontinue its apparel
manufacturing and pet food businesses. During fiscal 1996, the Company
distributed its stock in the water treatment business to the Company's
stockholders and charged the amount of the net assets of
F-12
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
the water treatment business of $61.1 million at the date of distribution
to additional paid-in capital. As part of the spinoff, the water treatment
business repaid $112 million of intercompany indebtedness. Additionally,
the Company closed its apparel manufacturing operations and sold all
related inventories and equipment to unrelated third parties. The pet food
segment was sold in fiscal 1995. The loss on discontinuance during fiscal
1996 includes an adjustment to reduce previously accrued losses on disposal
of $2.6 million, net of income taxes of $1.1 million, and a provision for
federal income taxes on the distribution of the common stock of the water
treatment business to certain foreign stockholders of $3.8 million.
(4) PROVISION FOR RESTRUCTURING OPERATIONS
Fiscal 1998
-----------
The Company recorded a pretax restructuring provision in fiscal 1998 of
$3,589,000 and adjusted for excess fiscal 1997 restructuring accruals by
$1,723,000, resulting in a net expense for restructuring operations in
fiscal 1998 of $1,866,000. The fiscal 1998 restructuring provision was
provided primarily for costs associated with the involuntary termination of
180 manufacturing positions in Mexico and twenty management positions in
the U.S. and is comprised of estimated cash expenditures estimated of
$3,283,000 and non-cash charges of $306,000. Through January 31, 1998,
$1,945,000 of severance costs had been charged against the accrual.
Fiscal 1997
-----------
The Company recorded a restructuring provision of $10,670,000 in fiscal
1997 as a result of a restructuring program to consolidate functions and
operations in North America, Europe, and the Far East, and to reduce or
eliminate certain other operations.
The restructuring plan included further consolidation of hardside luggage
production to Samsonite's largest U.S. facility located in Denver, Colorado
from other locations in the Americas, as well as consolidation of many
administrative and control functions to Denver. The plan included the
elimination of as many as 450 positions worldwide, including approximately
150 manufacturing positions and approximately 300 managerial, office and
clerical positions. The restructuring provision consisted primarily of
costs associated with involuntary employee terminations and was comprised
of cash expenses of $9,670,000 and non-cash expenses of $1,000,000, both on
a pretax basis. Through January 31, 1998, approximately $8,183,000 had
been charged against the accrual for restructuring expenses, approximately
$1,723,000 was determined to be overaccrued and was credited to expense,
and approximately $764,000 remains accrued at January 31, 1998 for certain
pension settlement costs yet to be incurred.
Fiscal 1996
-----------
In the fourth quarter of fiscal 1996, management initiated a plan to
restructure the manufacturing and various administrative functions of its
American Tourister division. The restructuring plan included relocation of
manufacturing operations from Jacksonville, Florida to the Company's
Denver, Colorado manufacturing facility. Certain administrative functions
were also consolidated in Denver. A provision for restructuring and
corresponding liability of $2,369,000 was recorded in fiscal 1996 primarily
for costs associated with involuntary employee terminations and the
disposal of assets. The restructuring plan included the termination of 137
employees by August 1996. This restructuring was completed during fiscal
1997 with actual costs incurred and the number of employees terminated
approximating plan.
F-13
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(5) INVENTORIES
Inventories consisted of the following:
<TABLE>
<CAPTION>
January 31,
-------------------
1998 1997
--------- --------
(In thousands)
<S> <C> <C>
Raw materials and supplies $ 47,814 38,532
Work in process 10,476 10,842
Finished goods 114,375 85,697
-------- -------
$172,665 135,071
======== =======
</TABLE>
(6) PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment consisted of the following:
<TABLE>
<CAPTION>
January 31,
-------------------
1998 1997
--------- --------
(In thousands)
<S> <C> <C>
Land $ 12,266 13,324
Buildings 60,524 62,561
Machinery, equipment and other 133,778 121,875
-------- -------
206,568 197,760
Less accumulated depreciation
and amortization (64,217) (53,801)
-------- -------
$142,351 143,959
======== =======
</TABLE>
Property, plant and equipment includes property and equipment under capital
leases as follows:
<TABLE>
<CAPTION>
January 31,
-------------------
1998 1997
--------- --------
(In thousands)
<S> <C> <C>
Buildings $ 4,178 4,856
Machinery, equipment and other 2,707 2,323
------- ------
6,885 7,179
Less accumulated amortization (1,388) (1,090)
------- ------
$ 5,497 6,089
======= ======
</TABLE>
F-14
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(7) INTANGIBLE ASSETS
The following is a summary of intangible assets, net of accumulated
amortization:
<TABLE>
<CAPTION>
January 31,
------------------
1998 1997
------------------
(In thousands)
<S> <C> <C>
Tradenames $108,556 115,838
Licenses, patents and other 8,352 11,817
-------- -------
$116,908 127,655
======== =======
</TABLE>
(8) SHORT-TERM DEBT
As of January 31, 1998 and 1997, the Company had $5,640,000 and $2,095,000
of short-term debt outstanding under foreign lines of credit, respectively.
During the year ended January 31, 1998, the weighted average interest rate
on foreign short-term borrowings was 6.26% and the average interest rate at
January 31, 1998 was 7.50%. The European subsidiaries had unused available
borrowings on foreign lines of credit and other foreign borrowing
arrangements totaling approximately $47 million as of January 31, 1998,
which are generally restricted for working capital purposes.
Other foreign subsidiaries had approximately $8.6 million available under
bank credit lines at January 31, 1998.
(9) LONG-TERM OBLIGATIONS
Long-term obligations represent long-term debt and capital lease
obligations as follows:
<TABLE>
<CAPTION>
January 31,
----------------------------
1998 1997
------------ -----------
(In thousands)
<S> <C> <C>
Senior Credit Facility (a) $102,533 50,000
Other obligations (b) 19,587 45,526
Capital lease obligations (c) 4,302 5,091
11 1/8% Series B Senior Subordinated
Notes (d) 52,801 190,000
-------- -------
179,223 290,617
Less current installments (6,977) (22,862)
-------- -------
$172,246 267,755
======== =======
</TABLE>
(a) Senior Credit Facility
Effective June 12, 1997, the Company entered into an amended and restated
Senior Credit Facility agreement. The new agreement provides for a $200
million revolving credit facility ("Revolving Credit Facility A") due June
12, 2002 and a $50 million revolving credit facility ("Revolving Credit
Facility B") due June 11, 1998. The Revolving Credit Facility A is a
multicurrency facility which allows for loans of $140 million in U.S.
dollars and $60 million in various European currencies.
F-15
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
The following amounts were outstanding at January 31, 1998 under the Senior
Credit Facility:
Revolving Credit Facility A:
Borrowings $102.5 million
Letters of Credit $ 14.5 million
Revolving Credit Facility B $ --
Borrowings under the agreement accrue interest at rates adjusted
periodically depending on the Company's financial performance as measured
by certain financial ratios each quarter. At January 31, 1998, U.S. loans
outstanding under the Senior Credit Facility bear interest at approximately
6% and foreign currency loans outstanding bear interest at approximately
5%. Additionally, a facility fee of .125% to .350% of the total commitment
depending on financial performance, whether used or unused, is payable
quarterly. At January 31, 1998, the facility fee was .150%.
The Senior Credit Facility is secured by 100% of the stock of significant
domestic subsidiaries and 66% of the stock of the Company's principal
foreign subsidiaries. The agreement contains financial covenants requiring
the Company to maintain certain financial ratios and minimum stockholders'
equity. The agreement also contains covenants which limit the incurrance
of additional indebtedness, the payment of dividends, the disposition of
assets, and other restrictions. The agreement generally allows the Company
to pay dividends not to exceed 30% of its net income.
As a result of entering into the amended and restated Senior Credit
Facility, which has significantly different terms and conditions than the
previous facility, the Company charged to expense the balance of deferred
financing costs relating to the previous facility totaling $3,989,000 and
paid prepayment penalties of $279,000. These charges are recorded as part
of the extraordinary item from loss on extinguishment of debt, net of tax
effects, in the accompanying consolidated statement of operations for the
year ended January 31, 1998.
(b) Other Obligations
As of January 31, 1998, other obligations consist of various notes payable
to banks by foreign subsidiaries aggregating $16.0 million and a $3.6
million secured financing arrangement with a European leasing corporation.
The obligations bear interest at varying rates and mature through 2002.
F-16
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(c) Leases
Future minimum payments under noncancelable capital leases, which relate
primarily to property and equipment, and noncancelable operating leases,
which relate primarily to retail floor space rental, at January 31, 1998
were as follows:
<TABLE>
<CAPTION>
Capital Operating
leases leases
------ ------
(In thousands)
<S> <C> <C>
Year ending January 31:
1999 $ 1,473 11,811
2000 1,421 8,607
2001 721 6,723
2002 593 5,073
2003 479 2,437
Thereafter 986 1,782
------- ------
Total minimum lease payments 5,673 36,433
======
Less amount representing interest (1,371)
-------
Present value of net minimum capital lease payments 4,302
Less current installments of minimum capital lease payments (1,055)
-------
Long-term obligations under capital leases, excluding current installments $ 3,247
=======
</TABLE>
Rental expense under cancelable and noncancelable operating leases pertaining to
continuing operations consisted of the following:
<TABLE>
<CAPTION>
Year ended January 31,
------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
(In thousands)
Minimum rentals $10,421 10,723 8,650
Contingent rentals 1,358 714 523
------- ------ -----
$11,779 11,437 9,173
======= ====== =====
</TABLE>
Aggregate maturities of long-term obligations at January 31, 1998 were as
follows (in thousands):
<TABLE>
<CAPTION>
Year ending January 31:
<S> <C>
1999 $ 5,922
2000 4,840
2001 4,224
2002 1,734
2003 103,662
Thereafter 54,539
--------
174,921
Obligations under capital leases 4,302
--------
Total $179,223
========
</TABLE>
F-17
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(d) Series B Senior Subordinated Notes
Interest on the 11 1/8% Series B Senior Subordinated Notes ("Series B
Notes") is payable semiannually with principal due July 15, 2005. The
Series B Notes may be redeemed after July 15, 2000 with the payment of
certain redemption premiums; however, up to one-third of the outstanding
Series B Notes were allowed to be redeemed (at a premium) before July 15,
1998, from the proceeds of the first two public equity offerings the
Company may have completed after the issuance of the Series B Notes. As
described in note 18, the Company completed a public equity offering on
February 11, 1997 and used a portion of the offering proceeds to redeem
Series B Notes and repurchase Series B Notes in the market. Additional
Series B Notes were purchased using bank borrowings under the Senior Credit
Facility. A total of $137,199,000 principal amount of Series B Notes were
retired during the year ended January 31, 1998. Redemption premiums of
$17,277,000 paid in connection with the retirement of the notes and
deferred financing costs of $4,563,000 were charged to expense and
classified as part of the extraordinary item from loss on extinguishment of
debt, net of tax effects, in the accompanying consolidated statement of
operations for the year ended January 31, 1998. The terms of the Series B
Notes include financial covenants to maintain certain financial ratios and
covenants which restrict payment of any dividends, amounts of additional
debt issuances, asset sales, and amounts of investments in emerging market
subsidiaries. Also, see note 19.
(10) EMPLOYEE STOCK OPTIONS AND AWARDS
At January 31, 1998, the Company has outstanding options under its 1995
Stock Option and Incentive Award Plan and under an employment agreement
with its chief executive officer. The Company applies Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees,
and related interpretations, in accounting for stock options and awards.
Accordingly, no compensation cost has been recognized for stock options
granted at exercise prices at or above fair market value at the date of
grant. Additionally, no performance based options were issued during the
three years ended January 31, 1998.
The Financial Accounting Standards Board has issued Statement of Financial
Accounting Standards No. 123, Accounting for Stock Based Compensation
("SFAS 123") which provides for an alternative method of recognizing
compensation expense for stock options based upon a fair value
determination. The Company has elected not to adopt the recognition and
measurement provisions of SFAS 123. Had the Company determined compensation
cost for the stock options based on the fair value at the grant dates
consistent with the provisions of SFAS 123, pro forma net income (loss) per
share would have been as follows:
<TABLE>
<CAPTION>
Year ended January 31,
----------------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
(In thousands, except per share amounts)
Net income (loss):
As reported $40,699 (11,323) (61,447)
======= ======= =======
Pro forma $38,343 (12,922) (61,781)
======= ======= =======
Net income (loss) per share - basic:
As reported $ 2.01 (0.71) (3.89)
======= ======= =======
Pro forma $ 1.89 (0.81) (3.91)
======= ======= =======
Net income (loss) per share - assuming dilution:
As reported $ 1.93 (0.71) (3.89)
======= ======= =======
Pro forma $ 1.82 (0.81) (3.91)
======= ======= =======
</TABLE>
F-18
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following assumptions used for
grants in the three years ended January 31, 1998: no dividend yield for any
year; expected volatility of 29% for fiscal 1998 and 28% for fiscal 1997 and
1996; weighted-average risk-free interest rate of 5.5% for fiscal 1998 and 6.2%
for fiscal 1997 and 1996; and weighted average expected lives of 4.3 years for
fiscal 1998, 3.5 years for fiscal 1997, and 1.8 years for fiscal 1996. Options
granted during the year ended January 31, 1996 were granted at exercise prices
which significantly exceeded the market value of the stock at the grant date.
Pro forma net income (loss) reflects only options granted in the three years
ended January 31, 1998. Therefore, the full impact of calculating compensation
cost for stock options under SFAS 123 is not reflected in the pro forma net
income (loss) amounts presented because compensation cost is reflected over
option vesting periods (ranging from 2 to 5 years) and compensation cost for
options granted prior to February 1, 1995 is not considered.
Directors' Stock Plan
In fiscal 1996, the Company adopted the Samsonite Corporation 1996 Directors'
Stock Plan (the "Plan") and reserved 200,000 shares of its common stock for
issuance under the Plan. Under the Plan, each non-employee director may elect
to receive common stock for directors' fees valued at fair market value in lieu
of cash. At January 31, 1998, 4,545 shares of common stock had been issued
under the Plan.
1995 Stock Option and Incentive Award Plan
The 1995 Stock Option and Incentive Award Plan (as Amended in 1996) ("the 1995
Plan") reserves 2,550,000 shares for the issuance of options as determined by
the compensation committee of the Board of Directors. The 1995 Plan provides for
the issuance of a variety of awards, including tax qualified incentive stock
options, nonqualified stock options, stock appreciation rights, restricted stock
awards or other forms of awards consistent with the purposes of the 1995 Plan.
Incentive stock options must be issued at exercise prices no less than the
market value of the common stock at the date of the grant. Nonqualified stock
options may be granted at option prices at or below the market value, but not at
less than 50% of the market value of the common stock at the date of the grant.
Options granted under the 1995 Plan may vest over a period of not more than ten
years as determined by the compensation committee. At January 31, 1998, all
awards under the 1995 Plan were nonqualified stock options issued at option
prices equal to, or in excess of, the market value at the date of grant.
Chief Executive Officer Employment Agreement
On May 15, 1996, the Company retained a new Chief Executive Officer, Richard R.
Nicolosi. Pursuant to his employment contract, the Company has granted Mr.
Nicolosi options to purchase 425,532 shares of common stock at an exercise price
of $18.25 per share (subject to customary antidilution adjustments). Options to
purchase 186,170 shares of common stock (the "Series A Options") are time-
vesting options and options to purchase 239,362 shares of common stock (the
"Series B Options") are subject to certain performance requirements with respect
to accelerating vesting. The options have a five-year term. Fifty percent
(50%) of the Series A Options vested on May 15, 1997 and the remaining fifty
percent (50%) will vest on May 15, 1998, so long as Mr. Nicolosi remains
continually employed by the Company through such date. All of the Series B Op
tions shall vest on April 15, 2001, so long as he remains continually employed
by the Company through April 15, 2001, subject to accelerated, performance-based
vesting as follows. The Series B Options will vest on May 15, 1998 if Mr.
Nicolosi remains continually employed by the Company through such date and the
average market value of the common stock equals or exceeds $30.00 per
F-19
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
share in any period of 30 consecutive days prior to May 15, 1998.
Notwithstanding the foregoing, if a change of control event occurs prior to May
15, 1998, (i) all of the Series A Options will automati cally vest and (ii) all
of the Series B Options will vest if Mr. Nicolosi remains continually employed
by the Company through the date of such event and either the average market
value of the common stock in any period of 30 consecutive days prior to such
event or the market value of the common stock as of the date of such event,
equals or exceeds $30.00 per share. During the term of the Series B Options, the
Company's common stock has reached an average market value of $30.00 per share
for 30 consecutive days.
Also in connection with the performance by Mr. Nicolosi of services pursuant to
his employment, the Company issued to Mr. Nicolosi 60,000 shares of restricted
common stock (the "Restricted Shares"). So long as Mr. Nicolosi remains
continually employed with the Company, the shares will vest on May 15, 1998;
provided that if a change of control event occurs and Mr. Nicolosi remains
continually employed by the Company through the date of such event, then all
Restricted Shares that have not vested will become vested as of the date of such
event. The Company is recognizing compensation expense for the market value
($18.25 per share) of the shares at the date of grant over the two-year vesting
period.
Additionally, on June 6, 1996, the Company sold and issued to Mr. Nicolosi
55,000 shares of common stock at the market value of $18.25 per share, or an
aggregate purchase price of $1,003,750.
Former Chief Executive Officer
Pursuant to an employment agreement with the former Chief Executive Officer
(CEO) dated April 13, 1995, certain options previously granted were canceled and
options to purchase 653,668 shares of common stock (granted June 8, 1993 at
market value) became fully vested and exercisable at $11.87 per share, as
adjusted by the terms of the option agreement for the spinoff of the water
treatment business. Under the employment agreement, the former CEO was also
granted options for 500,000 shares of common stock at $24.85 per share and
1,000,000 shares of common stock at $32.85 per share, as adjusted by the terms
of the option agreement for the spinoff of the water treatment business. Options
for 300,000 of such shares lapsed. The remaining options for 1,200,000 shares
of common stock became fully exercisable upon the cessation of the former CEO's
employment as of May 15, 1996. On February 11, 1997, the former CEO exercised
all outstanding options for a total of 1,853,668 shares. The exercise price was
paid by the return of 889,450 shares of common stock owned by the former CEO to
the Company and cash of $6,622,139. See note 18.
Also under the employment agreement, the Company sold 425,532 shares of
common stock to the former CEO for a $10 million promissory note which was
presented in the accompanying consolidated financial statements as a reduction
of stockholders' equity until it was repaid in full on October 11, 1996. The
note bore interest at 8 1/8% per annum and the Company agreed to pay the former
CEO additional compensation equal to the interest due on the note.
Other Options and Stock Awards
In October 1996, a former officer exercised options to purchase 17,500 shares
granted under an individual stock option agreement at an exercise price of
$11.14 per share.
F-20
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Effective May 15, 1996, the Company entered into agreements with three executive
officers to provide stock bonuses to each of them of 38,889 shares of common
stock, payable if the executive remains continually employed by the Company
through the earlier of May 15, 1999 or one year after a change of control event.
The shares are also issuable in the event of certain types of terminations. The
Company is recognizing compensation expense equal to the market value of the
shares at May 15, 1996 ($18.25 per share) over the vesting period.
Stock Option Summary
A summary of stock option transactions follows:
<TABLE>
<CAPTION>
Year ended January 31,
----------------------------------------------------------------------------
1998 1997 1996
---- ---- ----
Weighted- Weighted- Weighted-
Average Average Average
Exercise Exercise Exercise
Shares Price Shares Price Shares Price
------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C>
Outstanding at beginning of year 4,579,072 $24.79 2,171,168 $24.51 671,168 $11.85
Granted 213,953 $40.16 2,754,142 $25.52 1,500,000 $30.18
Exercised:
By former Chief Executive Officer (1,853,668) $23.73 -- -- -- --
By others (68,985) $12.82 (28,870) $11.18 -- --
Forfeited (305,322) $32.27 (317,368) $30.47 -- --
----------- ---------- ----------
Outstanding at end of year 2,565,050 $26.27 4,579,072 $24.79 2,171,168 $24.51
=========== ========== ==========
Options exercisable at end of year 897,192 $21.82 2,176,945 $22.67 671,168 $11.85
=========== ========== ==========
Weighted-average fair value of $ 13.17 $ 7.59 $ 1.04
options granted during the year =========== ========== ==========
</TABLE>
The following table summarizes information about stock options outstanding at
January 31,1998:
<TABLE>
<CAPTION>
Options Outstanding Options Exercisable
----------------------------------------------------------------------------------
Weighted-Average
Range of Number Remaining Weighted-Average Number Weighted-Average
Exercise Prices Outstanding Contractual Life Exercise Price Exercisable Exercise Price
--------------- ----------- ---------------- -------------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
$10.875 to $20.75 1,324,419 4.6 years $16.34 633,202 $15.82
$28.50 to $47.875 1,240,631 8.4 years $36.79 263,990 $36.22
--------- -------
2,565,050 897,192
========= =======
</TABLE>
F-21
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(11) INCOME TAXES
Income tax expense (benefit) attributable to income (loss) from continuing
operations consists of:
<TABLE>
<CAPTION>
Current Deferred Total
------- -------- -----
(In thousands)
<S> <C> <C> <C>
Year ended January 31, 1998:
U.S. federal $ 9,068 4,246 13,314
Foreign 7,841 (1,108) 6,733
U.S. state and local 1,429 1,612 3,041
------- ------ ------
$18,338 4,750 23,088
======= ====== ======
Year ended January 31, 1997:
U.S. federal $ 923 1,408 2,331
Foreign 7,443 (249) 7,194
U.S. state and local 658 206 864
------- ------ ------
$ 9,024 1,365 10,389
======= ====== ======
Year ended January 31, 1996:
U.S. federal $ (426) 1,944 1,518
Foreign 5,699 257 5,956
U.S. state and local 1,013 608 1,621
------- ------ ------
$ 6,286 2,809 9,095
======= ====== ======
</TABLE>
Components of income (loss) from continuing operations before income taxes,
minority interest, and extraordinary item are as follows:
<TABLE>
<CAPTION>
Year ended January 31,
----------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
(In thousands)
United States $63,633 (10,408) (59,634)
Other nations 16,619 10,515 18,960
------- ------- -------
Total $80,252 107 (40,674)
======= ======= =======
</TABLE>
F-22
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Income tax expense (benefit) attributable to income (loss) from continuing
operations differed from the amounts computed by applying the U.S. federal
income tax rate of 35% for fiscal 1998 and 34% for fiscal 1997 and 1996 as a
result of the following:
<TABLE>
<CAPTION>
Year ended January 31,
----------------------------
1998 1997 1996
---- ---- ----
(In thousands)
<S> <C> <C> <C>
Computed "expected" tax expense (benefit) $28,088 36 (13,829)
Increase (decrease) in taxes resulting from:
Adjustment of contingent tax accruals (see note 15) (4,445) -- --
Foreign tax credits, net of valuation allowance (3,337) -- --
Reduction in valuation allowance (1,950) -- --
Tax rate differential on foreign earnings 3,923 3,320 3,609
Amortization of intangibles -- 7,746 18,668
State income taxes, net of federal benefit 1,977 570 1,070
Other, net (1,168) (1,283) ( 423)
------- ------ -------
Income tax expense $23,088 10,389 9,095
======= ====== =======
</TABLE>
The tax effects of temporary differences that give rise to significant
portions of the net deferred tax asset are presented below:
<TABLE>
<CAPTION>
January 31,
-------------------
1998 1997
---- ----
<S> <C> <C>
(In thousands)
Deferred tax assets:
Accounts receivable valuation allowances $ 5,550 7,513
Inventory costs capitalized for tax purposes 931 1,194
Other accruals and reserves accrued for financial reporting 38,088 40,364
purposes
Postretirement benefits accrued for financial reporting
purposes 6,338 6,636
Foreign tax credit carryforwards 8,820 --
Net operating loss and minimum tax carryforwards 53,111 54,197
-------- -------
Total gross deferred tax assets 112,838 109,904
Less:
Valuation allowance (34,888) (33,961)
-------- -------
Deferred tax assets, net of valuation allowance 77,950 75,943
-------- -------
Deferred tax liabilities:
Plant, equipment and intangibles, due to differences as a
result of fresh start 45,484 54,340
Plant and equipment, due to differences in depreciation
methods 10,037 9,738
Other accruals and reserves 6,536 6,421
-------- -------
Total gross deferred tax liabilities 62,057 70,499
-------- -------
Net deferred tax asset $ 15,893 5,444
======== =======
</TABLE>
F-23
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
The components of the net current deferred tax asset and net noncurrent
deferred tax liability were as follows:
<TABLE>
<CAPTION>
January 31,
----------------
1998 1997
---- ----
<S> <C> <C>
(In thousands)
Net current deferred tax asset:
U.S. federal $27,341 28,361
Foreign 2,222 2,115
U.S. state and local 2,060 5,889
------- ------
31,623 36,365
------- ------
Net noncurrent deferred tax liability:
U.S. federal 1,045 10,172
Foreign 13,886 16,958
U.S. state and local 799 3,791
------- ------
15,730 30,921
------- ------
Net deferred tax asset $15,893 5,444
======= ======
</TABLE>
The valuation allowance for deferred tax assets was increased from
$33,961,000 at January 31, 1997 to $34,888,000 at January 31, 1998
primarily to allow for potential unused foreign tax credit carryforwards,
net of decreases to the valuation allowance for certain fully reserved loss
carryforwards utilized in certain foreign jurisdictions during the current
year. Management of the Company believes that it is more likely than not
that the results of future operations will generate sufficient taxable
income to realize the net deferred tax asset of $15,893,000 at January 31,
1998. If the Company should recognize a tax benefit for pre-reorganization
net operating losses, for which a valuation allowance had been established,
it would be applied to reduce intangible assets until exhausted and then to
increase additional paid-in capital.
At January 31, 1998, the Company has net operating loss carryforwards of
approximately $135 million for federal income tax purposes, expiring at
various dates through 2012. As a result of the reorganization, the Company
had a change in ownership as defined by Section 382 of the Internal Revenue
Code. Consequently, utilization of the net operating loss carryforwards is
subject to an annual limitation of $17,200,000 per year, as adjusted for
unused yearly limitations.
Deferred income taxes have been provided on undistributed earnings of
foreign subsidiaries to the extent that management plans to remit these
earnings in the future. Undistributed earnings of foreign subsidiaries and
affiliates that are permanently invested, and for which no deferred taxes
have been provided, amounted to approximately $81,660,000 and $73,000,000
as of January 31, 1998 and 1997, respectively.
(12) PENSION AND OTHER EMPLOYEE BENEFITS
Certain subsidiaries of the Company have pension plans which provide
retirement benefits for eligible employees, generally measured by length of
service, compensation and other factors.
F-24
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Net pension cost of continuing operations included the following
components:
<TABLE>
<CAPTION>
Year ended January 31,
------------------------------
1998 1997 1996
---- ---- ----
(In thousands)
<S> <C> <C> <C>
Service cost $ 2,332 2,576 2,466
Interest cost 6,460 6,435 6,521
Actual return (income) loss on plan assets (27,741) (14,472) (21,990)
Net amortization and deferral 18,492 6,711 14,792
-------- ------- -------
Net pension expense (income) $ (457) 1,250 1,789
======== ======= =======
</TABLE>
The funded status of the plans at January 31, 1998 and 1997 was as follows:
<TABLE>
<CAPTION>
Plans with Plans with
assets exceeding accumulated benefits
accumulated benefits exceeding assets
-------------------- ----------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
(In thousands)
Projected benefit obligation for service
rendered to date $160,428 59,617 31,289 30,464
Plan assets at fair value 178,640 89,017 28,712 24,501
-------- ------- ------ ------
Plan assets in excess (deficiency) of
projected benefit obligation 18,212 29,400 (2,577) (5,963)
Unrecognized prior service cost (270) (80) 1,203 1,357
Unrecognized net gain (35,569) (21,341) (7,442) (4,355)
-------- ------- ------ ------
Prepaid (accrued) pension cost
included in other assets (liabilities) $(17,627) 7,979 (8,816) (8,961)
======== ======= ====== ======
Accumulated benefit obligation:
Vested $153,209 45,420 30,000 28,864
======== ======= ====== ======
Nonvested $ 987 1,063 1,035 1,160
======== ======= ====== ======
</TABLE>
Net periodic pension cost during the years ended January 31, 1998, 1997 and 1996
assumed an expected long-term rate of return on plan assets of 7.5% to 8.5% for
domestic plans and 7.5% to 15% for foreign plans. The valuations of the
projected benefit obligation assumed weighted-average discount rates of 7.0% to
7.25% for domestic plans and 7.5% to 13% for foreign plans at January 31, 1998,
and 7.0% to 7.25% for domestic plans and 7.5% to 13% for foreign plans at
January 31, 1997. The rate of increase in future compensation levels ranged from
3.50% to 5% for domestic plans and 5.5% to 10% for foreign plans at January 31,
1998 and 1997. As a result of the employee terminations associated with
restructurings described in note 4, a plan curtailment occurred resulting in the
acceleration of the amortization of prior service cost and unrecognized net
gains. The effect of the curtailment was a reduction in fiscal 1998 pension
expense of $1.1 million.
F-25
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Plan assets are primarily invested in cash equivalents, equity securities and
fixed income instruments. The plans do not have significant liabilities other
than benefit obligations. The Company's funding policy is to contribute amounts
equal to the minimum funding requirements of ERISA. During fiscal 1998, the
McCrory and Schenley Plans (see note 14 -Contingent Pension Liabilities) were
merged with a Company pension plan.
The Company sponsors defined contribution plans, qualified under Sections 401(a)
and 401(k) of the Internal Revenue Code, which are offered to certain groups of
employees of substantially all U.S. operations. Expense related to continuing
operations for these plans was $792,000, $1,237,000, and $1,052,000 for the
years ended January 31, 1998, 1997, and 1996, respectively.
The Company provides postretirement health care benefits primarily for certain
groups of employees of substantially all U.S. operations. Qualifying employees
become eligible for these benefits upon reaching normal or early retirement age,
and if they have accumulated the specified number of years of service. The
Company recognizes the cost of providing postretirement health care benefits
over the employee's service period.
Postretirement benefit costs were as follows:
<TABLE>
<CAPTION>
Year ended January 31,
-----------------------
1998 1997 1996
---- ---- ----
(In thousands)
<S> <C> <C> <C>
Service cost - benefits earned during period $ 465 486 699
Interest cost on projected benefit obligation 715 684 907
Other (386) (314) (169)
----- ---- -----
Total postretirement benefit costs $ 794 856 1,437
===== ==== =====
</TABLE>
The health care cost trend rates used to measure the expected cost in each of
the years in the three-year period ended January 31, 1998 were between 9.5% and
15%, graded down to an ultimate trend rate of between 5.5% and 6.0% to be
achieved over the next 10 years. The effect of a one-percentage-point increase
in the health care cost trend rate for future periods would increase the annual
postretirement benefit cost by $166,000. The accumulated postretirement benefit
obligation would increase by $1,410,000.
The weighted-average discount rate used in determining the actuarial present
value of the projected benefit obligation was 7.25% at January 31, 1998 and
1997.
The funded status of the postretirement plans were as follows:
<TABLE>
<CAPTION>
January 31,
--------------------
1998 1997
---- ----
<S> <C> <C>
(In thousands)
Plan assets at fair value $ -- --
Accumulated postretirement benefit obligation (10,620) (10,468)
Unrecognized cumulative net gain (6,196) (6,092)
-------- -------
Postretirement benefit liability
included in other liabilities $(16,816) (16,560)
======== =======
</TABLE>
F-26
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(13) DISCLOSURES ABOUT FAIR VALUE OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used to estimate the fair value
of each class of financial instruments for which it is practicable to
estimate that value:
Cash and Cash Equivalents, Trade Receivables, Accounts Payable, Short-term
Debt, and Accrued Expenses
The carrying amount approximates fair value because of the short maturity
or duration of these instruments.
Series B Senior Subordinated Notes
There is no established public trading market for the Company's Series B
Senior Subordinated Notes. The Company estimates that the fair value of the
Series B Senior Subordinated Notes at January 31, 1998 approximates
$60,193,000 based on recent interdealer transactions which were priced at
approximately 114.
Senior Credit Facility and Other Long-term Obligations
The carrying value approximates the fair value of these instruments, which
primarily have floating interest rates that are fixed for periods not
exceeding six months.
Foreign Currency Forward Delivery Contracts
The fair value of foreign currency forward delivery contracts (see note 1n)
is estimated by reference to market quotations received from banks. At
January 31, 1998 and 1997, the contract value of foreign currency forward
delivery agreements outstanding was approximately $26,357,000 and
$50,644,000, respectively. The settlement value of these instruments was
approximately $24,963,000 and $50,025,000, respectively.
Limitations
Fair value estimates are made at a specific point in time, based on
relevant market information and information about the financial instrument.
These estimates are subjective in nature and involve uncertainties and
matters of significant judgment and therefore cannot be determined with
precision. Changes in assumptions could significantly affect the estimates.
(14) LITIGATION, COMMITMENTS AND CONTINGENCIES
Litigation
On March 13, 1998, a complaint was filed in Colorado State District Court,
County of Denver against the Company, certain current and former directors
of the Company, Apollo Investment Fund, L.P., and Apollo Advisors, L.P.
The purported class action brought on behalf of an alleged class of
purchasers of Samsonite common stock during the period from September 10,
1996 to December 1, 1997 alleges, among other things, that certain
statements and earnings forecasts made in the last 18 months were
misleading and/or misrepresented material facts and that the Company is
also liable for
F-27
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
certain allegedly misleading statements contained in various analysts'
reports. The Company believes that the complaint is without merit and
intends to contest it vigorously. The class action seeks, among other
things, unspecified compensatory and rescissory damages, as well as pre-
judgment and post-judgment interest, attorneys' fees, expert witness fees,
and other costs.
In addition, the Company is a party to various other legal proceedings and
claims in the ordinary course of business. The Company does not believe
that the outcome of any pending matters will have a material adverse affect
on its consolidated financial position, results of operations or liquidity.
Obligations to Settlement Trust
In connection with the Restructuring in 1993, a settlement trust (the
"Trust") was established for the benefit of the holders of certain classes
of pre-bankruptcy claims to resolve certain claims between the Company and
other parties affiliated with the previous owner of the Company. The
creation of the Trust enabled the Company to emerge from bankruptcy without
first resolving these claims. The terms of the Trust require the Company to
make loans to the Trust of up to $37 million, if necessary, to provide
funds for Trust operations, to pay resolved claims, and to distribute to
the Trust beneficiaries any remaining balance after settling all
liabilities. In prior fiscal years, the Company made loans to the Trust
aggregating $4,850,000, and provided an allowance for the full amount of
the loans. During the current fiscal year, the Trust repaid the loans
together with accrued interest of $1,400,000. As a result, the Company
recorded the collection of the loans as other income (see note 15) and
recorded the interest income. The Company believes it is very unlikely to
be required to make any additional loans to the Trust, which by its terms
must settle with its beneficiaries and dissolve by June 8, 1998.
Contingent Pension Liabilities
In connection with the Restructuring in 1993, a liability of $37.7 million
for claims of the Pension Benefit Guaranty Corporation ("PBGC") related to
pension liabilities for unpaid contributions and insurance premiums of
certain pension plans (the "Plans") which were sponsored by certain
companies which were, along with the Company, part of a "controlled group"
of companies as defined by the Employee Retirement Income Security Act of
1974. The amount accrued was based on a PBGC calculated termination
liability. As a result of agreements executed in fiscal 1997 giving the
Company the right to assume sponsorship of the Plans in the event of
certain defaults by the primary plan sponsors, the liability was adjusted
to $26.6 million based on the pension benefit obligation of the Plans
discounted at 7.25%, reduced by the market value of the Plans' assets. The
corresponding reduction in the liability of $11.1 million was recorded in
other nonoperating income in fiscal 1997 (see note 15).
As a result of the failure of the Plan sponsors' to meet their obligations
to the Plans in fiscal 1998, the Company assumed sponsorship of the Plans
and merged them with an existing Company pension plan on October 14, 1997.
The accrued liability for this matter was reclassified and is included in
the determination of the Company's pension benefit liability at January 31,
1998.
Contingent Liability with Respect to the Old Notes
The reorganization plan provides for payment in full of 100% of the allowed
claim of the holders of certain old notes ("Old Notes") of E-II Holdings,
Inc. (predecessor to Astrum), including approximately $16.4 million of
interest on overdue installments of interest accruing prior to the
F-28
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
commencement of Astrum's bankruptcy case. Various parties have challenged
the allowability of the claim on the basis that interest on overdue
installments of interest is not permitted under applicable non-bankruptcy
law. The Company provided for this contingent liability in its consolidated
financial statements when it emerged from bankruptcy in the amount of $16.4
million.
During fiscal 1997, $4.0 million of such claims were settled for $0.2
million, resulting in the recording of $3.8 million of other nonoperating
income from the favorable settlement of this claim. The holders of the
claim were Apollo Investment Fund, L.P. ("Apollo") and an affiliate of
Apollo. At January 31, 1997, Apollo and its affiliates owned 45.75% of the
Company's issued and outstanding common stock. During fiscal 1998, the
Company recorded other income of $2,060,000 from the favorable settlement
of $2,139,000 of such claims. Also, see note 15.
As a result of a change in New York law in fiscal 1998, which adversely
affected the Company's ability to favorably settle the remaining claims,
the Company has entered into a non-binding agreement-in-principle to settle
the remaining amount of these claims for approximately $9.4 million. At
January 31, 1998, other accrued expenses include $10.3 million provided for
these remaining claims. The Company expects final settlement to occur in
fiscal 1999.
Union Agreements
Union membership in the Company's European manufacturing plants varies from
country to country and is not officially known; however, it is probable
that most of the workers are affiliated with a union. Most European union
contracts have a one-year term. In the United States, 770 production
employees are unionized under a contract which next expires on April 9,
1999.
(15) OTHER INCOME (EXPENSE) - NET
Other income (expense) - net from continuing operations consisted of the
following:
<TABLE>
<CAPTION>
Year ended January 31,
----------------------------
1998 1997 1996
---- ---- ----
(In thousands)
<S> <C> <C> <C>
Net gains from foreign currency forward delivery contracts $ 6,463 2,829 (494)
Rental income 1,633 1,987 1,735
Equity in loss of unconsolidated affiliate (547) (33) --
Foreign currency transaction losses, net (1,834) (211) (1,660)
Favorable settlement of claims (note 14) 2,060 3,802 --
Adjustment of allowances relating to previous operations (a) 5,299 529 --
Adjustment of contingent tax accruals (b) 12,700 -- --
Collection of loan to settlement trust (note 14) 4,850 -- --
Adjustment of liability for PBGC claims (note 14) -- 11,100 --
Loss on disposition of fixed assets, net (377) (62) (245)
Gain on sale of television station -- -- 5,368
Other, net (1,953) (1,120) (737)
------- ------ ------
$28,294 18,821 3,967
======= ====== ======
</TABLE>
F-29
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(a) During fiscal 1998, the Company recorded other income resulting from
the adjustment of accruals and allowances of $5,299,000 for potential
environmental liability on real estate and factored receivables
related to previous operations. The adjustments were made upon the
termination of the claim period for the environmental matter and upon
collection of the factored receivables.
(b) During fiscal 1998, certain contingencies related to tax matters
arising prior to and accrued in conjunction with the Restructuring
referred to in Note 1(b) have been resolved. As a result, the Company
reduced the related accruals by $12,700,000. The resolution of such
matters did not result in any cash payment or additional liability for
taxes.
(16) QUARTERLY FINANCIAL INFORMATION (UNAUDITED)
The following is a summary of the unaudited quarterly financial
information:
<TABLE>
<CAPTION>
Three months ended
--------------------------------------------------
April 30, July 31, October 31, January 31,
1997 1997 1997 1998
---- ---- ---- ----
(In thousands, except per share amounts)
<S> <C> <C> <C> <C>
Net sales $169,562 179,545 211,104 176,664
======== ======= ======= =======
Gross profit $ 70,269 78,228 89,859 74,170
Income from continuing operations ======== ======= ======= =======
before extraordinary item $ 8,499 20,291 23,519 4,568
======== ======= ======= =======
Net income $ 1,866 17,301 16,955 4,577
======== ======= ======= =======
Income per share - basic:
Continuing operations before
extraordinary item $ .43 1.00 1.15 .22
======== ======= ======= =======
Net income $ .09 .85 .83 .22
======== ======= ======= =======
Income per share - assuming dilution:
Continuing operations before
extraordinary item $ .41 .96 1.11 .22
======== ======= ======= =======
Net income $ .09 .82 .80 .22
======== ======= ======= =======
<CAPTION>
Three months ended
--------------------------------------------------
April 30, July 31, October 31, January 31,
1996 1996 1996 1997
---- ---- ---- ----
(In thousands, except per share amounts)
<S> <C> <C> <C> <C>
Net sales $169,867 179,440 203,817 188,014
======== ======= ======= =======
Gross profit $ 68,665 68,692 80,404 74,044
Income (loss) from continuing operations ======== ======= ======= =======
before extraordinary item $(10,802) (6,183) 3,372 2,290
======== ======= ======= =======
Net income (loss) $(10,802) (6,183) 3,372 2,290
======== ======= ======= =======
Income (loss) per share - basic:
Continuing operations before
extraordinary item $ (0.68) (0.39) 0.21 0.14
======== ======= ======= =======
Net income (loss) $ (0.68) (0.39) 0.21 0.14
======== ======= ======= =======
Income (loss) per share - assuming
dilution:
Continuing operations before
extraordinary item $ (0.68) (0.39) 0.20 0.13
======== ======= ======= =======
Net income (loss) $ (0.68) (0.39) 0.20 0.13
======== ======= ======= =======
</TABLE>
F-30
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
(17) INDUSTRY AND GEOGRAPHICAL AREA INFORMATION
The Company operates primarily in one industry consisting of the
manufacture, marketing, and distribution of luggage, including softside and
hardside suitcases, garment bags, casual bags, business cases and other
travel bags. The Company's operations in non-luggage products and licensing
of non-luggage products are not significant.
Certain geographical data was as follows:
<TABLE>
<CAPTION>
Year ended January 31,
------------------------------
1998 1997 1996
---- ---- ----
<S> <C> <C> <C>
(In thousands)
Net sales:
United States $426,191 428,450 378,723
Europe 284,641 285,841 276,219
Other 52,275 43,551 27,881
Eliminations (26,232) (16,704) (7,614)
-------- ------- -------
$736,875 741,138 675,209
======== ======= =======
Operating income (loss):
United States $ 31,215 20,023 22,323
Europe 36,722 28,492 27,569
Other 4,106 (1,640) (1,265)
-------- ------- -------
72,043 46,875 48,627
Unallocated costs - net (2,741) (31,338) (58,003)
-------- ------- -------
Operating income (loss) (a) $ 69,302 15,537 (9,376)
======== ======= =======
</TABLE>
<TABLE>
<CAPTION>
January 31,
------------------------------
1998 1997
---- ----
(In thousands)
<S> <C> <C>
Identifiable assets:
United States $371,965 342,148
Europe 162,286 169,696
Other 59,327 39,035
Corporate 16,471 41,779
-------- -------
Total $610,049 592,658
======== =======
</TABLE>
(a) The Company enters into foreign exchange contracts in order to reduce
its exposure to fluctuations in currency exchange rates (primarily the
Belgian franc) on certain foreign operations and royalty agreements
through the use of forward delivery commitments. For the years ended
January 31, 1998, 1997 and 1996, the Company had net gains (losses)
from such transactions of $6,463,000 $2,829,000 and $(494,000),
respectively, which are included in nonoperating income (see note 15).
F-31
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
Notes to Consolidated Financial Statements (Continued)
Net sales and operating income in the United States includes export sales
and the resulting operating income for products produced within the United
States.
Operating income (loss) represents net sales less operating expenses. In
computing operating income (loss) none of the following items have been
added or deducted: interest income, interest expense, other - net, income
taxes, minority interest, operations discontinued and sold and
extraordinary items. General corporate expenses and amortization of
reorganization value in excess of identifiable assets are included in
unallocated costs-net.
Identifiable assets by geographic area are those assets that are used in
the Company's operations in each geographic area. Corporate assets consist
of inactive corporations which hold cash, fixed assets, other receivables,
investments and reorganization value in excess of identifiable assets.
For its foreign subsidiaries, the Company translates net assets at exchange
rates prevailing at the period ending date. Income and expenses are
translated at the average exchange rate during the period.
Net assets of the foreign subsidiaries were $135,347,000 and $124,047,000
at January 31, 1998 and 1997, respectively. Included as a reduction to
stockholders' equity is the cumulative foreign currency translation
adjustment amounting to $14,449,000 and $5,337,000 at January 31, 1998 and
1997, respectively.
(18) PUBLIC STOCK OFFERING
On February 11, 1997, the Company completed the sale of 3,300,000 shares of
its common stock in a public offering and received net cash proceeds
therefrom of approximately $130,200,000. In addition, the former CEO (see
note 10) exercised options for 1,853,668 common shares and sold these
shares in the public offering. The Company received approximately
$6,600,000 in cash from the exercise of these options.
(19) SUBSEQUENT EVENT - REPURCHASE OF SUBSTANTIALLY ALL OF THE 11 1/8% SERIES B
SUBORDINATED NOTES
Subsequent to year end, the Company announced an offer to purchase and
consent solicitation of the holders of the 11 1/8% Series B Subordinated
Notes (the "Notes"). The amount payable by the Company to purchase all of
the Notes and obtain consents of the holders thereof, as determined
pursuant to the offer and consent solicitation, was 115.35% of the
principal amount plus accrued interest. The amount payable consisted of
112.35% of the principal amount representing the purchase price of the
Notes tendered and 3% of the principal amount for the consent to certain
amendments to the subordinated note indenture.
The offer expired on April 23, 1998 with the Company repurchasing
$52,269,000 principal amount of the Notes on April 24, 1998 for an
aggregate purchase price of $60,290,000. The Company also paid accrued
interest of $1,599,000. The Company will record an extraordinary loss of
approximately $6,300,000 in the first quarter of fiscal 1999 representing
the purchase premium of $8,021,000, the write-off of the deferred financing
costs of $1,527,000, and other expenses of the transaction, net of tax
benefit.
F-32
<PAGE>
SAMSONITE CORPORATION AND SUBSIDIARIES
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(In thousands)
<TABLE>
<CAPTION>
COLUMN A COLUMN B COLUMN C COLUMN D COLUMN E COLUMN F
- -------- -------- -------- -------- -------- --------
BALANCE AT BALANCE
BEGINNING AT END
DESCRIPTION OF PERIOD ADDITIONS(A) TRANSFERS DEDUCTIONS(B) OF PERIOD
- ----------- --------- ------------ --------- ------------- ---------
<S> <C> <C> <C> <C> <C>
YEAR ENDED JANUARY 31, 1998
Allowance for Trade Receivables $ 7,431 4,341 -- (3,006) 8,766
Allowance for Long-Term Assets 5,556 -- -- (4,850) 706
------- ----- --------- ------ ------
Total $12,987 4,341 -- (7,856) 9,472
======= ===== ========= ====== ======
YEAR ENDED JANUARY 31, 1997
Allowance for Trade Receivables $ 8,152 2,815 -- (3,536) 7,431
Allowance for Long-Term Assets 10,104 -- -- (4,548) 5,556
------- ----- --------- ------ ------
Total $18,256 2,815 -- (8,084) 12,987
======= ===== ========= ====== ======
YEAR ENDED JANUARY 31, 1996
Allowance for Trade Receivables $ 6,888 2,172 -- (908) 8,152
Allowance for Long-Term Assets 9,698 455 -- (49) 10,104
------- ----- --------- ------ ------
Total $16,586 2,627 -- (957) 18,256
======= ===== ========= ====== ======
</TABLE>
Notes:
(a) Amounts charged to costs and expenses.
(b) Bad debt write-offs and charges to allowances, net of other adjustments,
reclassifications and exchange rate changes.
F-33
<PAGE>
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
- ------- -----------
2.1 Distribution Agreement dated as of July 14, 1995, between the Company
and Culligan Water Technologies, Inc./1/
2.2 Tax Sharing Agreement dated as of July 14, 1995, between the Company
and Culligan Water Technologies, Inc./1/
2.3 Company's Second Amended Plan of Reorganization Under Chapter 11 of
the Bankruptcy Code, dated February 17, 1993 (the "Plan")./2/
2.4 Modification of the Plan, dated May 21, 1993./3/
2.5 Notice to holders of Senior Subordinated Notes regarding the Stock
Elections described in the Plan./3/
2.6 Order of the United States Bankruptcy Court for the Southern District
of New York, dated May 25, 1993, confirming the Plan and authorizing
and directing certain actions in connection therewith./3/
3.1 Amended and Restated Certificate of Incorporation of the Company./5/
3.2 Certificate of Ownership and Merger dated July 14, 1995./1/
3.3 By-Laws of the Company./5/
4.1 Indenture, dated as of July 14, 1995, between the Company and United
States Trust Company of New York./1/
4.2 Specimen of Notes described in the Indenture./1/
10.1 Amended and Restated Multicurrency Revolving Credit Agreement, dated
as of June 12, 1997, between the Company, Samsonite Europe N.V. and
BankBoston, N.A., Generale Bank N.V., Credit Lyonnais New York
Branch, and other lending institutions./13/
10.2 First Amendment to said Credit Agreement, dated as of August 26,
1997./14/
10.3 Second Amendment to said Credit Agreement, dated as of February 27,
-------------------------------------------------------------------
1998.
----
10.4 Stock Option Agreement dated as of May 15, 1996, between the Company
and Richard R. Nicolosi./9/
10.5 Form of Indemnification Agreement entered into or to be entered into
by the Company with each of R. Theodore Ammon, Leon D. Black, Robert
H. Falk, Thomas J. Leonard, Marc J. Rowan, Stephen J. Solarz, Gregory
Wm. Hunt, Carl C. Ichan, Mark H. Rachesky, and Robert L. Rosen./3/
10.6 Employment Agreement, dated as of April 18, 1995, between the
Company and Thomas J. Leonard./5/
10.7 Employment Agreement, dated as of February 1, 1998, between the
---------------------------------------------------------------
Company and Thomas R. Sandler.
-----------------------------
10.8 Consulting Agreement, dated as of February 1, 1998, between
-----------------------------------------------------------
Samsonite Europe N.V. and Luc Van Nevel.
---------------------------------------
E-1
<PAGE>
10.9 Executive Management Agreement, dated February 1, 1998, between the
-------------------------------------------------------------------
Company and Luc Van Nevel.
-------------------------
10.10 Employment Agreement, dated as of February 1, 1998, between
-----------------------------------------------------------
Samsonite GmbH and Karlheinz Tretter.
------------------------------------
10.11 Overall Agreement, dated as of February 1, 1998, between the Company
--------------------------------------------------------------------
and Karlheinz Tretter.
---------------------
10.12 Samsonite Corporation 1995 Stock Option and Incentive Award Plan (as
Amended in 1996)./11/
10.13 Samsonite Corporation 1995 Stock Option and Award Plan, Second
Amendment./10/
10.14 Stock Option Agreement, dated as of February 20, 1996, between the
Company and Thomas J. Leonard./5/
10.15 Stock Option Agreement, dated as of February 20, 1996, between the
Company and Thomas R. Sandler./5/
10.16 Stock Option Agreement, dated as of February 20, 1996, between the
Company and Luc Van Nevel./5/
10.17 Stock Option Agreement, dated as of February 20, 1996, between the
Company and Karlheinz Tretter./5/
10.18 Employment Agreement, dated as of May 15, 1996, between the Company
and Richard R. Nicolosi./6/
10.19 Amendment to Employment Agreement, dated as of May 2, 1997, between
the Company and Richard R. Nicolosi./12/
10.20 Registration Rights Agreement, dated as of May 15, 1996, between
the Company and Richard R. Nicolosi./6/
10.21 Stock Sale Agreement, dated as of May 16, 1996, between the Company
and Richard R. Nicolosi./6/
10.22 Form of Agreement, made as of May 15, 1996, between the Company and
each of Thomas J. Leonard, Luc Van Nevel, and Thomas R. Sandler, each
agreement with respect to 38,889 shares of the Common Stock of the
Company, par value $.01 per share./6/
10.23 Form of Stock Option Agreement for Awards under the 1995 Stock Option
and Incentive Award Plan (as Amended in 1996)./9/
10.24 Samsonite Corporation Directors Stock Plan./11/
10.25 Final Settlement Agreement, made as of June 20, 1996, among the
Company, the Pension Benefit Guaranty Corporation, and others named
therein (including exhibits thereto), with respect to the Schenley
Pension Plan./7/
10.26 Final Settlement Agreement, made as of June 20, 1996, among the
Company, the Pension Benefit Guaranty Corporation, and others named
therein (including exhibits thereto), with respect to the McCrory
Pension Plan./7/
10.27 Purchase Agreement, dated as of June 13, 1996, between the Company
and Artemis America Partnership and Apollo Investment Fund, L.P./7/
10.28 Employment Agreement effective as of August 1, 1996, between the
Company and John P. Murtagh./8/
10.29 Amended and Restated Employment Agreement, dated as of October 1,
1997, between the Company and John P. Murtagh./14/
10.30 Employment Agreement effective as of September 16, 1996, between the
Company and Robert P. Baird, Jr./8/
E-2
<PAGE>
10.31 Employment Agreement effective as of August 4, 1996, between the
Company and James E. Barch./8/
10.32 Employment Agreement effective as of September 10, 1996, between the
Company and Gary D. Ervick./8/
10.33 Amended and Restated Option Agreement, dated as of October 1, 1997,
between the Company and John P. Murtagh./14/
10.34 Stock Option Agreement dated as of September 16, 1996, between the
Company and Robert P. Baird, Jr./8/
10.35 Stock Option Agreement dated as of August 5, 1996, between the
Company and James E. Barch./8/
10.36 Stock Option Agreement dated as of August 21, 1996, between the
Company and Gary D. Ervick./8/
10.37 Stock Option Agreement, dated as of October 29, 1996, between the
Company and Thomas R. Sandler./15/
10.38 Stock Option Agreement, dated as of October 29, 1996, between the
Company and Karlheinz Tretter./15/
10.39 Stock Option Agreement, dated as of January 16, 1997, between the
Company and Gary D. Ervick. /15/
10.40 Employment Agreement, effective as of February 1, 1998, between the
-------------------------------------------------------------------
Company and Richard H. Wiley.
----------------------------
10.41 Employment Agreement, effective as of February 1, 1998, between the
-------------------------------------------------------------------
Company and Carlo Zezza.
-----------------------
10.42 Trademark Purchase and Assignment Agreement, dated as of October 31,
1997, between the Company's subsidiary, McGregor L.L.C. and McGregor
International Licensing N.V./14/
10.43 Trademark Option Agreement, dated as of October 31, 1997, between the
Company's subsidiary, McGregor L.L.C. and McGregor International
Licensing N.V./14/
21 Subsidiaries of the Company
- -- ---------------------------
23 Consent of KPMG Peat Marwick LLP
- -- --------------------------------
27 Financial Data Schedule
- -- -----------------------
- ----------------------------------
E-3
<PAGE>
Note: Documents which are underlined above appear herein. The others are
incorporated by reference as follows:
1 Incorporated by reference from the Registration Statement on Form S-4
(Registration No. 33-95642).
2 Incorporated by reference from Application for Qualification of Indenture
on Form T-3 (File No. 22-24448).
3 Incorporated by reference from Registration Statement on Form S-1
(Registration No. 33-71224).
4 Incorporated by reference from the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 1995 (File No. 0-23214).
5 Incorporated by reference from the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 1996 (File No. 0-23214).
6 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).
7 Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the three months ended July 31, 1996 (File No. 0-23214).
8 Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the three months ended October 31, 1996 (File No. 0-23214).
9 Incorporated by reference from Registration Statement on Form S-8 filed
June 7, 1996 (File No. 333-05467).
10 Incorporated by reference from Registration Statement on Form S-8 filed
January 30, 1997 (File No. 333-20775).
11 Incorporated by reference from Proxy Statement filed May 23, 1996.
12 Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the three months ended April 30, 1997 (File No. 0-23214).
13 Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the three months ended July 31, 1997 (File No. 0-23214).
14 Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the three months ended October 31, 1997 (File No. 0-23214).
15 Incorporated by reference from the Company's Annual Report on Form 10-K
for the fiscal year ended January 31, 1997 (File No. 0-23214).
E-4
<PAGE>
Exhibit 10.3
SECOND AMENDMENT
TO AMENDED AND RESTATED
MULTICURRENCY REVOLVING CREDIT AGREEMENT
Second Amendment dated as of February 27, 1998, to Amended and Restated
Multicurrency Revolving Credit Agreement (this "Amendment"), by and among (a)
SAMSONITE CORPORATION, a Delaware corporation (the "Company"), (b) SAMSONITE
EUROPE N.V., a corporation organized under the laws of Belgium ("Samsonite
Europe") and (c) BANKBOSTON, N.A. (formerly known as The First National Bank of
Boston), GENERALE BANK N.V., CREDIT LYONNAIS NEW YORK BRANCH and the other
lending institutions listed on Schedule 1 to the Credit Agreement (as
----------
hereinafter defined) (collectively, the "Lenders"), amending certain provisions
of the Amended and Restated Multicurrency Revolving Credit Agreement dated as of
June 12, 1997, as amended by the First Amendment dated as of August 26, 1997 (as
the same may be further amended, modified, supplemented, and in effect from time
to time, the "Credit Agreement") by and among the Company, Samsonite Europe, the
Lenders, BANKBOSTON, N.A. as administrative agent for the Agents (as hereinafter
defined) and the Lenders (the "Administrative Agent"), GENERALE BANK N.V. as
documentation agent for the Agents and the Lenders (the "Documentation Agent"),
CREDIT LYONNAIS NEW YORK BRANCH, as syndication agent for the Agents and the
Lenders (the "Syndication Agent"), BANKBOSTON, N.A. as competitive bid agent for
the Agents and the Lenders (the "Competitive Bid Agent"), GENERALE BANK N.V. as
foreign agent for the Agents and the Lenders (the "Foreign Agent") and BANK OF
AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, BANQUE NATIONALE DE PARIS and
KREDIETBANK N.V. as co-agents (the "Co-Agents", and, collectively with the
Administrative Agent, the Documentation Agent, the Syndication Agent, the
Competitive Bid Agent and the Foreign Agent, the "Agents"), and GENERALE BANK
N.V. as fronting bank for the Lenders (the "Fronting Bank"). Terms not
otherwise defined herein which are defined in the Credit Agreement shall have
the same respective meanings herein as therein.
WHEREAS, the Company and the Lenders have agreed to modify certain terms
and conditions of the Credit Agreement as specifically set forth in this
Amendment;
NOW, THEREFORE, in consideration of the premises and the mutual agreements
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
<PAGE>
(S)1. AMENDMENTS TO THE CREDIT AGREEMENT. Subject to the
---------- -- --- ------ ---------
satisfaction of the applicable conditions precedent set forth in (S)2 hereof,
Section 10.8 of the Credit Agreement is hereby amended by adding the following
new text thereto at the end of Section 10.8:
"In addition, the Company shall be permitted (to the extent the same is
not in violation of the Subordinated Indenture) to offer to purchase (and
to purchase) any and all Subordinated Notes outstanding from the holders
thereof, provided that (a) no Default or Event of Default has occurred and
--------
is continuing and none would exist after giving effect thereto, (b) the
aggregate principal amount of Subordinated Notes to be so purchased does
not exceed $53,000,000, (c) the total consideration to be paid for each
such Subordinated Note does not exceed 120% of the par value thereof
(excluding accrued interest on the Subordinated Notes and all fees,
expenses and commissions payable in connection with such offer to purchase
(or purchase) including, without limitation, investment banking fees,
printer fees, advisory fees, and legal fees and expenses), and (d) the
Subordinated Notes so purchased in each case are promptly cancelled by the
Company."
(S)2. CONDITIONS TO EFFECTIVENESS. This Amendment shall become
----------------------------
effective upon the date of receipt by the Administrative Agent of one or more
counterparts of this Amendment, duly executed by the Company, Samsonite Europe
and the Majority Lenders (such date being hereinafter referred to as the
"Amendment Date").
(S)3. REPRESENTATIONS AND WARRANTIES. Each of the Company and Samsonite
------------------------------
Europe hereby repeats, on and as of the date hereof and the Amendment Date, each
of the representations and warranties made by it in (S)8 of the Credit Agreement
(except to the extent of changes resulting from matters contemplated or
permitted by the Credit Agreement and the other Loan Documents, changes
occurring in the ordinary course of business that singly or in the aggregate are
not materially adverse, and to the extent that such representations and
warranties relate expressly to an earlier date), provided, that all references
--------
therein to the Credit Agreement shall refer to such Credit Agreement as amended
hereby. In addition, each of the Company and Samsonite Europe hereby represents
and warrants that the execution and delivery by the Company and Samsonite Europe
of this Amendment and the performance by each of the Company and Samsonite
Europe of all of its respective agreements and obligations under this Amendment
and the Credit Agreement as amended hereby are within the corporate power and
authority of the Company and Samsonite Europe, as the case may be, and have been
duly authorized by all necessary corporate action on the part of the Company and
Samsonite Europe, and each further represents and warrants that the execution
and delivery by each of the Company and Samsonite Europe, as the case may be, of
this Amendment and the performance by the Company and Samsonite Europe, as the
case may be, of the transactions contemplated hereby will not contravene any
term or condition set
<PAGE>
forth in any agreement or instrument to which the Company or Samsonite Europe is
a party or by which the Company or Samsonite Europe is bound, including, in the
case of the Company, but not limited to, the Subordinated Indenture.
(S)4. RATIFICATION, ETC. Except as expressly amended hereby, the Credit
------------ ---
Agreement and all documents, instruments and agreements related thereto,
including, but not limited to the Security Documents, are hereby ratified and
confirmed in all respects and shall continue in full force and effect. The
Credit Agreement and this Amendment shall be read and construed as a single
agreement. This Amendment shall constitute one of the Loan Documents, and the
obligations of the Borrowers under this Amendment shall constitute Obligations
for all purposes of the Loan Documents. All references in the Credit Agreement,
the Loan Documents or any related agreement or instrument to the Credit
Agreement shall hereafter refer to the Credit Agreement as amended hereby.
(S)5. NO WAIVER. Nothing contained herein shall constitute a waiver of,
---------
impair or otherwise adversely affect any Obligations, any other obligation of
the Company or Samsonite Europe or any rights of the Agents or the Lenders
consequent thereon.
(S)6. COUNTERPARTS. This Amendment may be executed in one or more
------------
counterparts, each of which shall be deemed an original but which together shall
constitute one and the same instrument.
(S)7. GOVERNING LAW. THIS AMENDMENT SHALL BE GOVERNED BY, AND
-------------
CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REFERENCE TO CONFLICT OF LAWS).
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Amendment under seal
by their respective officers thereunto duly authorized.
[Signature Pages Follow]
<PAGE>
Signature Pages for Borrowers
--------- ----- --- ---------
Each of the undersigned Borrowers hereby consents and agrees to all of the
provisions of the foregoing Amendment:
The Company: SAMSONITE CORPORATION
--- -------
By:/s/ Richard H. Wiley......................
Name:Richard H. Wiley........................
Title:Vice President-Finance & Acting CFO....
Samsonite Europe: SAMSONITE EUROPE N.V.
----------------
By:/s/ Karlheinz Tretter.....................
Name:Karlheinz Tretter.......................
Title:Managing Director......................
<PAGE>
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
BANKBOSTON, N.A.
By:/s/ Ellen H. Allen.......................
Name:Ellen H. Allen.........................
Title:Director..............................
<PAGE>
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
GENERALE BANK N.V.
By:/s/ E. Matthews..........................
Name:E. Matthews
Title:SVP...................................
By:/s/ H. Neukomm............................
Name:H. Neukomm..............................
Title:GM.....................................
<PAGE>
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
CREDIT LYONNAIS NEW YORK
BRANCH
By:/s/ Robert Ivosevich......................
Name:Robert Ivosevich........................
Title:Senior Vice President..................
<PAGE>
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
BANK OF AMERICA NATIONAL
TRUST AND SAVINGS
ASSOCIATION
By:/s/ Kevin Leader..........................
Name:Kevin C. Leader.........................
Title:Vice President.........................
<PAGE>
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
THE BANK OF NEW YORK
By:/s/ Elizabeth Ying.......................
Name:Elizabeth T. Ying......................
Title:Vice President........................
<PAGE>
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
NORWEST BANK COLORADO,
NATIONAL ASSOCIATION
By:/s/ Randall Schmidt......................
Name:Randall Schmidt........................
Title:Vice President........................
<PAGE>
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
BANQUE NATIONALE DE PARIS
By:..........................................
Name:........................................
Title:.......................................
By:..........................................
Name:........................................
Title:.......................................
<PAGE>
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
BHF-BANK AKTIENGESELLSCHAFT
By:/s/ Dan Dobrjanskyj.......................
Name:Dan Dobrjanskyj.........................
Title:Assistant Vice President...............
By:/s/ Paul Travers..........................
Name:Paul Travers............................
Title:Vice President.........................
<PAGE>
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
KREDIETBANK N.V.
By:..........................................
Name:........................................
Title:.......................................
By:..........................................
Name:........................................
Title:.......................................
<PAGE>
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
ISTITUTO BANCARIO SAN PAOLO DI
TORINO SPA
By:..........................................
Name:........................................
Title:.......................................
By:..........................................
Name:........................................
Title:.......................................
<PAGE>
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
SOCIETE GENERALE, SOUTHWEST
AGENCY
By:/s/ Richard A. Erbert.....................
Name:Richard A. Erbert.......................
Title:Vice President.........................
<PAGE>
Signature Pages for Lenders
---------------------------
The undersigned Lender hereby consents and agrees to the foregoing
Amendment:
UNION BANK OF CALIFORNIA, N.A.
By:/s/ Henry G. Montgomery...................
Name:Henry G. Montgomery.....................
Title:Vice President.........................
<PAGE>
EXHIBIT 10.7
EMPLOYMENT AGREEMENT
--------------------
EMPLOYMENT AGREEMENT, (this "Agreement") effective as of February 1,
1998 (the "Effective Date"), by and between SAMSONITE CORPORATION, a Delaware
corporation (the "Company"), and THOMAS R. SANDLER, a resident of Colorado (the
"Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to retain the services of the Executive
and to enter into this Agreement as of the Effective Date.
WHEREAS, the Executive is willing to serve the Company on the terms
and conditions herein provided.
NOW, THEREFORE, in consideration of the foregoing and of the
premises and covenants herein contained, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. EMPLOYMENT
----------
The Company agrees to employ the Executive and the Executive agrees to
serve the Company on the terms and conditions set forth herein.
2. TERM
----
This Agreement shall have a term (the "Term") beginning on the
Effective Date and expiring on January 31, 2002.
3. POSITION AND DUTIES
-------------------
(a) The Executive shall serve as a Senior Vice President and Chief
Financial Officer of the Company and shall perform such duties and services
prescribed herein and as may be prescribed from time to time by the Chief
Executive Officer of the Company (the "CEO") and/or the Board of Directors of
the Company or any duly authorized committee thereof (the "Board"). The
Executive shall perform such duties to the best of his ability and in a
<PAGE>
diligent and proper manner. The Executive shall report directly to the CEO or
the Chief Operating Officer of the Company.
(b) Except during customary vacation periods and periods of illness,
the Executive shall, during his employment hereunder, devote his full business
time and attention to the performance of services for the Company, and as
determined by the Board.
(c) Nothing in this Agreement shall affect the Executive's duty of
loyalty and duty of care to the Company and its subsidiaries as provided under
applicable state laws.
(d) At any time during the Term of this Agreement, if the Company has
a committee of senior executives to oversee the Company's operations, then the
Company shall cause the Executive to be a member of such committee.
4. COMPENSATION AND RELATED MATTERS
--------------------------------
(a) Salary. During the period of the Executive's employment
------
hereunder, the Company shall pay to the Executive a salary ("Base Salary") in
equal installments in accordance with normal payroll practices of the Company
but not less frequently than monthly. The Base Salary shall be payable at the
rate of $325,000 per annum, starting as of the Effective Date. The payments of
Base Salary hereunder shall not in any way limit or reduce any other obligation
of the Company hereunder, and no other compensation, benefit or payment
hereunder shall in any way limit or reduce the obligation of the Company to pay
the Executive's Base Salary hereunder. The Board, at any time and from time to
time, may increase (but not reduce) the Base Salary payable under this
Agreement, and in crease in the Base Salary shall become effective at the time
indicated by the Board without the need for an amendment to this Agreement.
(b) Expenses. The Executive shall be entitled to receive prompt
--------
reimbursement from the Company of all reasonable expenses incurred by the
Executive in performing services hereunder, including all expenses of travel
and living expenses while away from home on business or at the request of and in
the service of the Company, in
2
<PAGE>
accordance with the policies and procedures established by the Company from time
to time. The Executive shall furnish the Company with evidence that such
expenses were incurred as the Company may from time to time reasonably request.
(c) Other Benefits. From and after the Effective Date, the Executive
--------------
shall be entitled to participate in all of the Company's employee pension plans,
welfare benefit plans, tax-deferred savings plans, or other benefit arrangements
(including any insurance or trust arrangements maintained generally for the
benefit of the Company's directors and officers) and in which the senior
executives of the Company who receive equity-based compensation are entitled
to participate (collectively, the "Company Plans"), on the same basis as other
senior executives of the Company who receive equity-based compensation, and
shall be provided, without limitation, with the use of a Company provided
automobile in accordance with the Company's current policy for executive
officers. Without limiting the generality of the foregoing, the Executive shall
be entitled to participate in any supplemental executive retirement plan or
excess benefit plan (a "SERP") that the Company may maintain from time to time
for the benefit of its senior executive officers on the same terms and
conditions as are applicable to other senior executive officers of the Company
who receive equity-based compensation, provided that the amount of compensation
with respect to which benefits are determined under such plan shall be limited
as determined by the Board. The Company and the Executive agree that nothing
in this Agreement shall preclude the Company from amending or terminating any
such employee benefit plan, policy or practice, whether now or hereinafter
in effect.
(d) Incentive Bonus. The Executive shall be eligible to receive an
---------------
annual incentive bonus (the "Incentive Bonus") in respect of each fiscal year
of the Company that ends during the Term, starting with the fiscal year ending
January 31, 1999. The Incentive Bonus in respect of each fiscal year that ends
during the Term (each, a "Reference Year") shall be calculated on the terms
hereafter set forth in this Section 4(d). The Incentive Bonus may, subject to
the conditions set forth below, equal up to 110% of $175,000. With respect to
each Reference Year, the Executive's Incentive Bonus
3
<PAGE>
shall consist of a Target Bonus and a Project Bonus (each as defined below),
determined as follows:
(i) A portion of the Incentive Bonus (the "Target Bonus") in an
amount equal to one-half of the EBIT Attainment Percentage (as defined
below) multiplied by said $175,000 shall be payable to the Executive with
respect to each Reference Year, provided that the Target Bonus shall not
be paid with respect to any Reference Year if the EBIT Attainment
Percentage with respect to such Reference Year is less than eighty percent
(80%). The "EBIT Attainment Percentage" with respect to any Reference
Year shall mean the percentage that is established as follows: if the EBIT
(as defined below) of the Company with respect to the Reference Year is
(A) less than the Minimum EBIT Target (as defined below) for such
Reference Year, then the EBIT Attainment Percentage shall equal zero
percent (0%);
(B) equal to the Minimum EBIT Target for such Reference Year, the
EBIT Attainment Percentage shall equal eighty percent (80%);
(C) greater than the Minimum EBIT Target but less than the Annual
EBIT Target (as defined below) for such Reference Year, the EBIT
Attainment Percentage shall equal the sum of (x) eighty percent (80%)
plus (y) the product of twenty percent (20%) multiplied by a
fraction, the numerator of which shall be the excess of (I) the EBIT
of the Company over (II) the Minimum EBIT Target for such Reference
Year and the denominator of which shall be the excess of the Annual
EBIT Target over the Minimum EBIT Target;
(D) equal to the Annual EBIT Target for such Reference Year, the
EBIT Attainment Percentage shall equal one hundred percent (100%);
(E) greater than the Annual EBIT Target but less than the Maximum
EBIT Target (as defined below) for such Reference Year, the EBIT
Attainment Percentage shall equal the sum of
4
<PAGE>
(x) one hundred percent (100%) plus (y) the product of twenty percent
(20%) multiplied by a fraction, the numerator of which shall be the
excess of (I) the EBIT of the Company over (II) the Annual EBIT Target
for such Reference Year and the denominator of which shall be the
excess of the Maximum EBIT Target over the Annual EBIT Target; or
(F) equal to or greater than the Maximum EBIT Target for such
Reference Year, the EBIT Attainment Percentage shall equal one hundred
twenty percent (120%).
(ii) With respect to each Reference Year ending after January 31,
1998, on or before March 15 of each such year, the Board, in consultation
with the CEO, shall determine the "Annual EBIT Target," the "Minimum EBIT
Target" and the "Maximum EBIT Target" for the Reference Year then current.
Promptly after such targets have been determined, the Company shall provide
written notice thereof to the Executive. The Annual EBIT Targets
determined by the Board shall be reasonably achievable in the good faith
judgment of the Board, it being understood that the Maximum EBIT Targets
determined by the Board shall generally reflect a more aggressive,
"stretch" budget, and the Minimum EBIT Targets determined by the Board
shall generally reflect an improvement over actual EBIT for the prior
Reference Year. The Board shall have the right, acting unilaterally and in
good faith, to adjust the Annual EBIT Target, the Minimum EBIT Target and
the Maximum EBIT Target upon the occurrence of any acquisition, disposition
or other significant event that occurs after such targets have been
determined. For purposes of this Section 4(d), "EBIT" shall mean, for any
period, the Company's consolidated earnings (excluding extraordinary
gains and losses and gains or losses from the sale of fixed assets outside
of the ordinary course of business) from continuing operations before
interest and taxes for such period, and EBIT shall be determined on the
same basis of the Annual EBIT Target, the Minimum EBIT Target and the
Maximum EBIT Target. Notwithstanding the foregoing, EBIT for any Reference
Year shall be equitably adjusted by the
5
<PAGE>
Board (solely for the purposes of Section 4(d)(i)) to the extent that the
Company's business was not conducted in the ordinary course in accordance
with past practices.
(iii) A portion of the Incentive Bonus in a target amount equal to
forty percent (40%) of said $175,000 (the "Project Bonus") shall be payable
to the Executive to the extent that the Board determines that the
Executive has satisfactorily completed certain projects (the "Annual
Projects") established by the Board with respect to the Reference Year in
accordance with this subparagraph (iii), provided that the Board may award
a Project Bonus of between eighty percent (80%) and one hundred twenty-five
percent (125%) of the target amount based upon its evaluation of the manner
in which the Executive completes the Annual Projects. The Company shall
establish Annual Projects for each fiscal year during the Term and shall
provide the Executive with a written notice of such Annual Projects, which
shall describe such Annual Projects in reasonable detail. The Annual
Project for each Reference Year ending after January 31, 1998 shall be
established on or before March 15 of such year. The Annual Projects for
each such fiscal year shall be developed by the Board in consultation with
the Executive, and shall, in the good faith judgment of the Board, be
reasonably achievable. The Executive acknowledges that the Annual Projects
established by the Board may not be measured by financial results or other
quantifiable standards and may depend on subjective judgments by the Board,
and the Executive agrees that the determination of the Board as to the
extent to which such Annual Projects have been satisfactorily completed
shall be conclusive for all purposes, provided that such determination
shall be made in good faith.
(iv) Each Incentive Bonus (including the Target Bonus and the Project
Bonus) shall be paid not more than 30 days after a determination by the
Board that an applicable performance goals have been met, and such
determination shall be made not later than 10 days following the filing of
a Form 10-K for the Company, or if the Company is not required to file a
Form 10-K, not later than 10 days following
6
<PAGE>
the date upon which the Company's audited financial statements first become
available.
(e) Vacations. The Executive shall be entitled to the number of paid
---------
vacation days in each calendar year determined in accordance with the Company's
vacation policy as in effect immediately prior to the execution of this
Agreement.
(f) Services Furnished. The Company shall furnish the Executive with
------------------
office space, secretarial assistance and such other facilities and services as
shall be suitable to the Executive's position and adequate for the performance
of his duties hereunder.
5. TERMINATION
-----------
The Executive's employment hereunder may be terminated under the
following circumstances:
(a) Death. The Executive's employment hereunder shall terminate upon
-----
his death.
(b) Disability. If the Board determines in good faith, based on
----------
medical evidence acceptable to it, that the Executive has become physically or
mentally disabled or incapacitated during his employment hereunder for a
continuous period of ninety (90) days to such an extent that he shall be unable
to perform his duties hereunder then, notwithstanding the provisions of Section
2, the Company may, after the expiration of said ninety (90) day period and
during the continuance of such disability or incapacity, give to the Executive
a Notice of Termination (as defined in Section 5(e) hereof) of the Executive's
employment hereunder and such employment shall terminate on the date provided in
Section 5(f) hereof.
(c) Termination by the Company. The Company may terminate the
--------------------------
Executive's employment hereunder at any time with or without Cause. For
purposes of this Agreement, the Company shall have "Cause" to terminate the
Executive's employment hereunder upon (A) the engaging by the Executive in
willful misconduct that is materially injurious to the Company, (B) the
embezzlement or misappropriation of funds or property of the Company by the
Executive or the conviction of the Executive of a felony
7
<PAGE>
or the entrance of a plea of guilty by the Executive to a felony or (C) the
failure or refusal by the Executive to devote his full business time and
attention (as described in Section 3(b) of this Agreement) to the performance of
his duties and responsibilities hereunder or any other breach by the Executive
of this Agreement in any material respect if such breach has not been cured by
the Executive within thirty (30) days after the Preliminary Notice (as defined
below) has been given to the Executive. For purposes of this paragraph, no act,
or failure to act, on the Executive's part shall be considered "willful" unless
done, or omitted to be done, by him not in good faith and without reasonable
belief that his action or omission was in the best interest of the Company. The
Executive shall not be deemed to have been terminated for Cause, unless the
Company shall have given the Executive (i) notice (the "Preliminary Notice")
setting forth, in reasonable detail the facts and circumstances claimed to
provide a basis for termination for Cause, (ii) a reasonable opportunity for
the Executive, together with his counsel, to be heard before the Board and (iii)
a Notice of Termination stating that, in the good faith judgement of the Board,
the Executive was guilty of conduct set forth in clauses (A), (B) or (C) above,
and specifying the particulars thereof in reasonable detail. Upon receipt of
the Preliminary Notice, the Executive shall have thirty (30) days in which to
appear before the Board with counsel, or take such other action as he may deem
appropriate, and such thirty (30) day period is hereby agreed to as a reasonable
opportunity for the Executive to be heard.
(d) Termination by the Executive. The Executive may voluntarily
----------------------------
terminate his employment hereunder at any time with or without Good Reason. For
purposes of this Agreement, "Good Reason" shall mean, so long as the Executive
has not been guilty of the conduct set forth in clauses (A), (B) or (C) of
Section 5(c) hereof, (i) a failure by the Company to comply with any material
provision of this Agreement that has not been cured within thirty (30) days
after written notice of such noncompliance has been given by the Executive to
the Company or (ii) the assignment to the Executive by the Company of duties
inconsistent with the Executive's position, duties or responsibilities as in
effect immediately prior to the Effective Date, including, but not limited to,
any material reduction in such position, duties or responsibilities or material
change in his title or (iii)
8
<PAGE>
a relocation by the Company of the Executive's office to a location outside a 30
mile radius of Denver, Colorado, which relocation is made not as part of a
relocation of the Company's executive offices or (iv) the relocation by the
Company of its executive offices to a location outside a 30 mile radius of
Denver, Colorado, which relocation is part of a relocation of the Company's
executive offices, in each case of clauses (ii) through (iv) above, without the
consent of the Executive. The Executive's election to terminate under this
Section 5(d) shall be made by giving Notice of Termination not later than 60
days from, as applicable, the date that the Company fails to cure under (i)
above, the assignment of duties under (ii) above, and the date that the
Executive is advised of the proposed relocation under (iii) or (iv) above.
Notwithstanding the provisions of clause (ii) of the first sentence of this
Section 5(d), a change in title which represents a promotion and the assignment
of different or additional duties or responsibilities in connection therewith
shall not constitute "Good Reason."
(e) Notice of Termination. Any termination of the Executive's
---------------------
employment by the Company or by the Executive (other than termination pursuant
to Section 5(a) hereof) shall be communicated by written Notice of Termination
to the other party hereto. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice that shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances, if any, claimed to provide a basis for termination
of the Executive's employment under the provision so indicated.
(f) Date of Termination. Except to the extent otherwise herein
-------------------
provided, "Date of Termination" shall mean (i) if the Executive's employment is
terminated pursuant to Section 5(a), the date of his death, (ii) if the
Executive's employment is terminated pursuant to Section 5(b) or (c), the date
of or a later date specified in the Notice of Termination, (iii) if the
Executive's employment is terminated pursuant to Section 5(d), the date on which
the Notice of Termination is given and (iv) if this Agreement is continued in
effect to the end of the Term, the last day of the Term. Except as provided in
and subject to Section 6 hereof, the Company shall not have any obligation to
Executive for
9
<PAGE>
salary continuation, severance or termination pay upon termination of this
Agreement.
6. COMPENSATION UPON TERMINATION
-----------------------------
(a) If the Executive's employment is terminated (i) by the Company
for Cause, (ii) by the Executive other than for Good Reason, or (iii) by reason
of the Executive's death or disability (pursuant to Section 5(b) hereof), then
the Company shall pay the Executive his full Base Salary through the Date of
Termination (to the extent not otherwise paid through the Date of Termination)
at the rate in effect immediately prior to the Date of Termination, provided
that if the Executive's employment hereunder terminates by reason of his death,
the Company shall continue to make salary payments at the rate of the Base
Salary then in effect in respect of the month of death and three calendar months
immediately following the month of death. In addition, notwithstanding any
provision to the contrary in this Agreement, the Executive shall continue to
participate in, and shall receive all accrued benefits to which the Executive is
entitled under, all of the Company Plans, through the Date of Termination,
provided that the Executive shall not be entitled to any portion of the
Incentive Bonus unless such bonus shall be payable pursuant to Section 4(d)
with respect to a Reference Year ending on or before the Date of Termination.
With respect to the Incentive Bonus, if the Date of Termination occurs after the
end of a Reference Year and prior to the determination of whether the
performance goals for such Reference Year were met, such Incentive Bonus shall
be payable, if it is determined that such goals were met, in accordance with the
provisions of Section 4(d) hereof.
(b) If the Executive's employment is terminated (i) by the Company
without Cause (other than for disability pursuant to Section 5(b) hereof), or
(ii) by the Executive for Good Reason, then the Company shall pay to the
Executive as severance pay in a lump sum, not later than the fifth day following
the Date of Termination, the following amounts, which shall not be discounted to
take into account present value:
(I) to the extent not otherwise paid through the Date of Termination,
the Executive's full Base
10
<PAGE>
Salary through the Date of Termination at the rate in effect at the time
Notice of Termination is given;
(II) in lieu of any further salary and bonus or other incentive
compensation payments to the Executive for periods subsequent to the Date
of Termination, the lesser of:
(a) $500,000 ($325,000 in the event of termination by the Executive
pursuant to Section 5(d)(iv) hereof) and
(b) the amount of the Executive's Base Salary which would have been
paid to the Executive for services from the Date of Termination
through the expiration of this Agreement had this Agreement not
been Terminated.
In addition to the foregoing, if the Executive's employment is terminated
(i) by the Company without Cause (other than for disability pursuant to Section
5(b) hereof), or (ii) by the Executive for Good Reason, then until such time
that the Executive becomes eligible for coverage under a program maintained or
sponsored by a subsequent employer of the Executive (not including self-
employment), the Company shall, at the Company's expense, allow the Executive to
continue to participate, for the number of years (including partial years) then
remaining in the Term, to the same extent and upon the same terms as the
Executive participated in such plans immediately prior to the termination of his
employment, in the Company's medical reimbursement and other welfare benefit
plans in which the Executive was entitled to participate immediately prior to
the Date of Termination; provided that in the event of termination by Executive
pursuant to Section 5(d)(iv) hereof, the period of coverage hereunder shall not
exceed twelve (12) months from the Executive's termination of employment;
provided further that the Executive's continued participation in such plan shall
be continued pursuant to this sentence only to the extent permissible under the
general terms and provisions of such plans and applicable law.
(c) In the event that this Agreement is continued in effect to the
end of the Term and at or prior
11
<PAGE>
to expiration of the Term the Company has not offered to extend this Agreement
upon the same or substantially similar terms and conditions for an additional
term of at least one year, the Company shall pay the Executive the sum of
$250,000; payment to be made within thirty (30) days from the Date of
Termination of employment, and the Company shall have no further obligations to
the Executive, except as may be provided under the express terms of this
Agreement or of any applicable pension or welfare plans or in accordance with
the survivorship provisions of Section 13 of this Agreement.
(d) Any amounts paid pursuant to the provisions of Section 6(b) above
shall be in lieu of any amounts payable to Executive pursuant to any severance
or termination pay program maintained by the Company, and the Executive hereby
expressly waives and relinquishes all rights under any such programs.
7. LEGAL FEES; REIMBURSEMENT OF CERTAIN EXPENSES
---------------------------------------------
The Company shall promptly reimburse the Executive for the
reasonable legal fees and expenses incurred by the Executive in connection with
enforcing or defending any right of the Executive pursuant to this Agreement;
provided that the Company shall have no obligation to reimburse the Executive
for any such fees and expenses unless the resolution of any action taken by the
Executive to enforce such right is in favor of the Executive. In addition, the
Company hereby agrees that the amount of any such legal fees and expenses
reimbursed to the Executive in connection with obtaining or enforcing any right
or benefit provided to the Executive by the Company pursuant to or in accordance
with this Agreement shall not be taken into account by the Company in
determining the aggregate compensation paid or payable to the Executive under
this Agreement.
8. INDEMNIFICATION
---------------
The Company shall indemnify the Executive (and his legal
representatives), unless expressly prohibited by applicable law, against all
losses, claims, damages, liabilities, costs, charges and expenses incurred or
sustained by him or his legal representatives in connection with any action,
suit or proceeding to which he (or his legal representatives) may be made a
party by reason
12
<PAGE>
of his being or having been a director, officer or employee of the Company
(including payment of expenses in advance of the final disposition of the
proceeding). The Company further agrees, upon demand by the Executive, promptly
to reimburse the Executive for, or pay, any loss, claim, damage, liability or
expense, unless expressly prohibited by applicable law, to which the Company
has agreed to indemnify the Executive pursuant to Sections 7 and 8 hereof. If
any action, suit or proceeding is brought or threatened against the Executive
in respect of which indemnity may be sought against the Company pursuant to the
foregoing, the Executive shall notify the Company promptly in writing of the
institution of such action, suit or proceeding. Such action, suit or proceeding
shall be defended by and be under the exclusive control of the Company and its
counsel; except that the Executive shall have the right to designate separate
counsel, acceptable to the Executive in his sole discretion, and, to the extent
of a conflict of interest with the Company, the right to direct, control and
supervise the Executive's defense of such action, suit or proceeding.
9. TAXES
-----
The Company shall deduct from all amounts payable under this Agreement
all federal, state, local and other taxes required by law to be withheld with
respect to such payments.
10. CONFIDENTIALITY AND NONCOMPETITION
----------------------------------
(a) Unless otherwise required by law or judicial process, the
Executive shall keep confidential all confidential information known to the
Executive concerning the Company and its businesses during his employment with
the Company and for the shorter of three (3) years following the termination of
the Executive's employment with the Company or until such information is
publicly disclosed by the Company or otherwise becomes publicly disclosed other
than through the Executive's actions; provided, that the Executive shall provide
notice to the Company in advance of any disclosure required by law or judicial
process in a timely manner to permit the Company to oppose such compelled
disclosure.
13
<PAGE>
(b) The Executive agrees that during his employment with the Company
and for a period of one (1) year thereafter (unless such employment is
terminated by the Company pursuant to Section 5(c) without Cause or by the
Executive pursuant to Section 5(d) with Good Reason, provided that the Company
does not contest that such termination was for Good Reason), he shall not,
directly or indirectly, as a principal, officer, director, employee or in any
other capacity whatsoever, without the prior written consent of the Company,
engage in, or be or become interested or acquire any ownership of any kind in,
or become associated with, or make loans or advance property to any person
engaged in or about to engage in, any business activity that is in substantial
competition (in excess of 15% of net sales of the business) with any of the
businesses engaged in by the Company during the Term in any of the geographic
areas in which such businesses are then conducted by the Company or have been
conducted by the Company during the twelve months preceding the termination of
the Executive's employment. Nothing in this Agreement shall prevent the
Executive from making or holding any investment in any amount in securities
traded on any national securities exchange or traded in the over the counter
market, provided said investments do not exceed one percent (1%) of the issued
and outstanding stock of any one such corporation.
11. SUCCESSORS; BINDING AGREEMENT
-----------------------------
(a) This Agreement shall be binding upon and inure to the benefit of
the Company and any successor of the Company, including, without limitation, any
corporation or corporations acquiring directly or indirectly all or a
substantial portion of the stock, business or assets of the Company, whether by
merger, restructuring, reorganization, consolidation, division, sale or
otherwise (and such successor shall thereafter be deemed the "Company" for the
purposes of this Agreement).
(b) This Agreement and all rights of the Executive hereunder shall
inure to the benefit of and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive should die while any amounts would be
still payable to him hereunder if he had continued to live, all such amounts,
unless otherwise provided hereunder, shall be
14
<PAGE>
paid in accordance with the terms of this Agreement to the Executive's devisee,
legatee, or other beneficiary or, if there be no such beneficiary, to the
Executive's estate.
12. NOTICE
------
For purposes of this Agreement, notices, demands and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given (i) when hand delivered, (ii) when sent if sent
by overnight mail, overnight courier or facsimile transmission or (iii) when
mailed by United States certified mail, return receipt requested, postage
prepaid, addressed as follows:
If to the Executive:
-------------------
Thomas R. Sandler
896 Anaconda Court
Castle Rock, Colorado 80104
If to the Company:
-----------------
Samsonite Corporation
11200 East Forty-Fifth Avenue
Denver, Colorado 80239-3018
Attention: Board of Directors
c/o Corporate Secretary
(with a copy to the attention of: General Counsel, at the same address) or to
such other address as any party may have furnished to the others in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.
13. SURVIVORSHIP
------------
The respective rights and obligations of the parties hereunder set
forth in Sections 6, 7, 8, 9 and 10 of this Agreement shall survive any
termination of this Agreement to the extent necessary to the intended
preservation of such rights and obligations.
14. REPRESENTATIONS AND WARRANTIES
------------------------------
15
<PAGE>
The Company represents and warrants that (a) it is fully authorized
and empowered to enter into this Agreement and that its Board has approved the
terms of this Agreement, (b) the execution of this Agreement and the performance
of its obligations under this Agreement shall not violate or result in a breach
of the terms of any material agreement to which the Company is a party or by
which it is bound, (c) no approval by any governmental authority or body is
required for it to enter into this Agreement, and (d) the Agreement is valid,
binding and enforceable against the Company in accordance with its terms, except
to the extent affected or limited by applicable bankruptcy laws of other
statutes governing the right of creditors generally and any regulations or
interpretations thereof. The Executive represents and warrants that his
execution of this Agreement and his performance of his duties and
responsibilities under this Agreement shall not violate or result in a breach of
the terms of any material agreement to which he is a party or by which he is
bound.
15. MISCELLANEOUS
-------------
(a) Entire Agreement. The parties hereto agree that this Agreement,
----------------
together with:
(i) the agreement made as of May 15, 1996,
(ii) the Stock Option Agreement dated as of the 20th day of February,
1996 and
(iii) the Nonqualified Stock Option Agreement dated effective as of
the 29th day of October, 1996
contain the entire understanding and agreement between them, and supersedes all
prior understandings and agreements (including, without limitation, the
Employment Agreement effective as of May 1, 1995) between the parties respecting
the employment by the Company of the Executive, and that the provisions of this
Agreement may not be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by the parties hereto.
No agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement.
16
<PAGE>
(b) Waiver. No waiver by either party hereto at any time of any
------
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.
(c) Choice of Law. The validity, interpretation, construction and
-------------
performance of this Agreement shall be governed by the laws of the State of New
York without giving effect to the conflict of laws principles thereof.
16. VALIDITY
--------
The invalidity or unenforceability of any provision or provisions of
this Agreement shall not affect the validity or enforceability of any other
provision or provisions of this Agreement, which shall remain in full force
and effect.
17. COUNTERPARTS
------------
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Company has caused its name to be subscribed
to this Agreement by its duly authorized representative and the Executive has
executed this Agreement as of the date and the year first above written.
SAMSONITE CORPORATION
By:/s/ RICHARD R. NICOLOSI
-----------------------
Name: Richard R. Nicolosi
Title: Chief Executive Officer
/s/ THOMAS R. SANDLER
---------------------
Thomas R. Sandler
17
<PAGE>
EXHIBIT 10.8
AMENDED AND RESTATED
CONSULTING AGREEMENT
--------------------
This Agreement is made effective between the parties as of the 1st day of
February, 1998, by and between
SAMSONITE EUROPE NV, a corporation organized and existing under the laws of
Belgium, having its registered office at Westerring 17, 9700 Qudenaarde,
Belgium, hereby represented by Messrs. Thomas R. Sandler and Karlheinz Tretter,
(hereinafter referred to as "Company")
and
Mr. Luc VAN NEVEL, residing at 9700 Qudenaarde, Berchenweg 129, (hereinafter
referred to as "Consultant").
Background
----------
Effective January 1, 1990, Consultant entered into a Consulting Agreement with
the Company, such Consulting Agreement having been amended on January 1, 1992
(as so amended, the "Original Agreement").
The parties now wish to amend and restate the Original Agreement as set forth
below.
Amendment and Restatement
-------------------------
Accordingly, it is agreed that the Original Agreement is amended and restated in
its entirety as follows:
1. The Company hereby retains Consultant to render regular consulting
services to the Company and such of its affiliated companies as the
Company may designate from time to time.
It is understood that it is an essential feature of this Agreement
that the Consultant shall, during the term of this Agreement, be
entrusted with the overall day to day management of the Company,
accountable only to the Company's Board of Directors in a lawful,
diligent and proper manner.
<PAGE>
2. The Consultant hereby accepts such retention and agrees that he
will serve the Company and its affiliates in their business to the
best of his ability and perform services and duties as shall be
reasonably assigned to, and requested of, him by the Company.
3. It is understood between the parties that the Consultant shall
carry on his activities for the Company on a strictly independent and
self-employed basis. Any guidelines which the Company may give with
respect to the exercise of the functions of the Consultant can
therefore not be construed as instructions or the exercise of
authority or supervision on the part of the Company.
The Consultant shall be solely responsible for his good legal
standing, social security status and tax status under the laws of the
applicable jurisdiction. The Consultant shall participant in the Group
Insurance-Pension Plan of Samsonite Europe N.V. as described in the
Plan dated April 2, 1996.
4. During the term of this Agreement, Consultant shall be paid a
minimum annual consultancy fee equal to BF 9,000,000 (nine million
Belgian francs). Monthly advances may be agreed upon. Payment of such
compensation may be effected by the Company and/or by the various
affiliated companies to which services shall be rendered.
5. (a) Consultant will not disclose or furnish to any person, firm
or corporation any confidential or secret information obtained by him
during the period of his service hereunder relating to the Company or
its business, customers, financial statements, conditions or
operations.
(b) Consultant will at the time of the termination of this
service, deliver to the Company any documents, personal annotations
and other property, belonging to or relating to the business of the
Company or its affiliates which may be in his possession, or directly
or indirectly under his control.
6. This Agreement shall commence on the date first above written and
shall remain in force until termination by either party, subject to
the following notice periods:
2
<PAGE>
(a) if the Agreement is terminated by the Consultant : six months or
less or zero (at the sole discretion of the Company).
(b) if the Agreement is terminated by the Company : a notice period
calculated in accordance with the following formula:
P'[(0.89xS)% (0.08xA)% (0.0013 x R x i1)] - 2.0
------
i2
whereby
P = notice period in number of months.
R = total minimum consultancy fee in Belgian francs corresponding to
the amount stated in point 4, and paid to the Consultant during
the year immediately preceding the giving of notice, divided by
1,000.
i2 = Belgian consumer price index effective during the month during
which notice is given.
i1 = formula factor fixed at 125.30 (basis 100=1988).
S = the number of years which have elapsed since August 1975 and the
date on which notice is given. S is expressed in years and
fractions of years, whereby the fractions are converted as
follows:
1 month = 0.08
2 months = 0.16
3 months = 0.25
4 months = 0.33
5 months = 0.42
6 months = 0.50
7 months = 0.58
8 months = 0.67
9 months = 0.75
10 months = 0.83
11 months = 0.91
12 months = 1
A = the age of the Consultant at the time notice is given. A is
expressed in years and fractions of years, calculated in the same
way as for S.
3
<PAGE>
In the event a party giving notice fails to observe or insufficiently
observes the above notice periods, it shall pay the other party upon
termination of this Agreement liquidated damages equal to the amount
of the aggregate of Consultancy fees to which the Consultant would
have been entitled to, had such notice period been fully observed.
(c) Notwithstanding the provisions of Section 6(a) hereof, the
Agreement shall be deemed to have been terminated by the Company if
the Executive Management Agreement dated as of February 1, 1998 (the
"Executive Management Agreement"), by and between Samsonite
Corporation and the Consultant shall be terminated by Samsonite
Corporation without Cause (as defined in the Executive Management
Agreement) or by the Consultant for Good Reason (as defined in the
Executive Management Agreement) or by the Consultant for Good Reason
(as defined in the Executive Management Agreement). Notwithstanding
the provisions of Section 6(b) hereof, no notice need be given by the
Company if the Agreement is terminated by the Company for Cause. For
purposes of this Agreement, the Company shall have "Cause" to
terminate the Agreement upon (A) the engaging by the Consultant in
willful misconduct that is materially injurious to the Company, (B)
the embezzlement or misappropriation of funds or property of the
Company by the Consultant or the conviction of the Consultant of a
felony or the entrance of a plea of guilty by the Consultant to a
felony, (C) the termination of the Executive Management Agreement
other than by Samsonite Corporation without Cause (as defined in the
Executive Management Agreement) or by the Consultant for Good Reason
(as defined in the Executive Management Agreement) or (D) the failure
or refusal by the Consultant perform his duties and respon sibilities
hereunder or any other breach by the Consultant of this Agreement in
any material respect if such breach has not been cured by the
Consultant within thirty (30) days after the Preliminary Notice (as
defined below) has been given to the Consultant. For purposes of this
paragraph, no act, or failure to act, on the Consultant's part shall
be considered "willful" unless done, or omitted to be done, by him not
in good faith and without reasonable belief that his action or
omission was in the best interest of the Company. The Agreement shall
not be deemed to have been terminated for Cause, unless the Company
shall have given the Consultant (i) notice (the "Preliminary Notice")
setting forth, in reasonable detail the facts and circumstances
claimed to provide a basis for termination for Cause, (ii) a
reasonable opportunity for the Consultant, together with his counsel,
to be heard before the Board and (iii) a Notice of Termination stating
that, in the good faith judgement of the Board, the Consultant was
guilty of conduct set forth in clauses (A), (B) or (D) above, and
specifying the particulars thereof in reasonable detail. Upon receipt
of the Preliminary Notice, the Consultant shall have thirty (30) days
in which to appear before
4
<PAGE>
the Board with counsel, or take such other action as he may deem
appropriate, and such thirty (30) day period is hereby agreed to as a
reasonable opportunity for the Consultant to be heard.
7. This Agreement shall be binding upon and inure to the benefit of
any successor to the Company.
8. This Agreement (a) contains the complete and entire understanding
and agreement of the parties hereto respecting the subject matter
hereof, (b) supersedes and cancels any and all understandings, or
agreements, oral or written, respecting the subject matter hereof,
including the Original Agreement, and (c) may not be modified except
by an instrument in writing executed both by the Company and
Consultant.
9. This Agreement shall be governed by and construed in accordance
with the laws of Belgium.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
Luc VAN NEVEL SAMSONITE N.V.
By: /s/ Thomas R. Sandler
- ------------- ----------------------
Thomas R. Sandler
/s/ Karlheinz Tretter
----------------------
Karlheinz Tretter
5
<PAGE>
EXHIBIT 10.9
EXECUTIVE MANAGEMENT AGREEMENT
------------------------------
EXECUTIVE MANAGEMENT AGREEMENT, (this "Agreement") effective as of
February 1, 1998 (the "Effective Date"), by and between SAMSONITE CORPORATION, a
Delaware corporation (the "Company"), and LUC VAN NEVEL, a resident of Belgium
(the "Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to retain the services of the Executive
and to enter into this Agreement as of the Effective Date.
WHEREAS, the Executive is willing to serve the Company on the terms
and conditions herein provided.
NOW, THEREFORE, in consideration of the foregoing and of the
premises and covenants herein contained, the receipt and sufficiency of which
are hereby acknowledge, the parties hereto agree as follows:
1. EXECUTIVE MANAGEMENT
--------------------
The Company agrees to employ the Executive and the Executive agrees to
serve the Company on the terms and conditions set forth herein.
2. TERM
----
This Agreement shall have a term (the "Term") beginning on the
Effective Date and expiring on January 31, 2002.
3. POSITION AND DUTIES
-------------------
(a) The Executive shall serve as President and Chief Operating Officer
of the Company and shall perform such duties and services prescribed herein and
as may be prescribed from time to time by the Board of Directors of the Company
or any duly authorized committee thereof (the "Board"). The Executive shall
perform such duties to the best of his ability and in a lawful, diligent and
proper
<PAGE>
manner. The Executive shall report directly to the Board.
(b) The Company acknowledges that the Executive is devoting some of
his business time to providing executive management services to certain European
subsidiaries of the Company, including Samsonite Europe N.V., Samsonite Italia,
and Samsonite Espana, among others. Except for time devoted to the affairs of
the Company's European subsidiaries pursuant to the Consulting Agreement, and
except during customary vacation periods and periods of illness, the Executive
shall, during his employment hereunder, devote his full business time and
attention to the performance of services under this Agreement, and as determined
by the Board. As part of the Executive's duties hereunder, it is contemplated
that the Executive shall travel to the Company's headquarters in Denver,
Colorado at least two times per calendar quarter and at such other times as may
be necessary or appropriate to perform his duties hereunder.
(c) Nothing in this Agreement shall affect the Executive's duty of
loyalty and duty of care to the Company and its subsidiaries as provided under
applicable state laws.
(d) At any time during the Term of this Agreement, if the Company has
a committee of senior executives to oversee the Company's operations, then the
Company shall cause the Executive to be a member of such committee.
4. COMPENSATION AND RELATED MATTERS
--------------------------------
(a) Salary. During the period of the Executive's employment
------
hereunder, the Company or a subsidiary of the Company shall pay to the Executive
a salary ("Base Salary") in equal installments in accordance with normal payroll
practices of the Company but not less frequently than monthly. The Base Salary
shall be payable at the rate of $175,000 per annum, starting as of the Effective
Date. The payments of Base Salary hereunder shall not in any way limit or
reduce any other obligation of the Company hereunder, and no other compensation,
benefit or payment hereunder shall in any way limit or reduce the obligation of
the Company to pay the Executive's Base Salary
2
<PAGE>
hereunder. The Board, at any time and from time to time, may increase (but not
reduce) the Base Salary payable under this Agreement, and increase in the Base
Salary shall become effective at the time indicated by the Board without the
need for an amendment to this Agreement.
(b) Expenses. The Executive shall be entitled to receive prompt
--------
reimbursement from the Company of all reasonable expenses incurred by the
Executive in performing services hereunder, including all expenses of travel
and living expenses while away from home on business or at the request of and in
the service of the Company, in accordance with the policies and procedures
established by the Company from time to time. The Executive shall furnish the
Company with evidence that such expenses were incurred as the Company may from
time to time reasonably request.
(c) Living Allowance. The Company acknowledges that the Executive
----------------
will continue to maintain his permanent residence in Belgium; however, it is
contemplated that the Executive will spend approximately six weeks per calendar
quarter (for so long as it may be necessary or appropriate to perform his
services hereunder) working out of the Company's headquarters in Denver,
Colorado USA. Accordingly, in addition to expenses reimbursed in accordance
with Section 4(b), the Company shall reimburse the Executive for expenses
incurred in order to maintain a secondary residence proximate to the Company's
headquarters in Denver, Colorado for so long as the Executive shall be required
to spend substantial periods of time at such headquarters to properly perform
his duties hereunder. Such reimbursement shall be made monthly during the
Executive's employment hereunder, but shall not exceed a total of $50,000 per
annum, and shall be payable upon receipt by the Company of evidence to the
reasonable satisfaction of the Company that such expenses were incurred.
(d) Incentive Bonus. The Executive shall be eligible to receive from
---------------
the Company or any of the Company's affiliates or subsidiaries an annual
incentive bonus (the "Incentive Bonus") in respect of each fiscal year of the
Company that ends during the Term, starting with the fiscal year ending January
31, 1999. The
3
<PAGE>
Incentive Bonus in respect of each fiscal year that ends during the Term (each,
a "Reference Year") shall be calculated on the terms hereafter set forth in this
Section 4(d). The Incentive Bonus may, subject to the conditions set forth
below, equal up to 110% of $450,000. With respect to each Reference Year, the
Executive's Incentive Bonus shall consist of a Target Bonus and a Project Bonus
(each as defined below), determined as follows:
(i) A portion of the Incentive Bonus (the "Target Bonus") in an
amount equal to one-half of the EBIT Attainment Percentage (as defined
below) multiplied by said $450,000 shall be payable to the Executive
with respect to each Reference Year, provided that the Target Bonus
shall not be paid with respect to any Reference Year if the EBIT
Attainment Percentage with respect to such Reference Year is less than
eighty percent (80%). The "EBIT Attainment Percentage" with respect
to any Reference Year shall mean the percentage that is established as
follows: if the EBIT (as defined below) of the Company with respect to
the Reference Year is
(A) less than the Minimum EBIT Target (as defined below) for
such Reference Year, then the EBIT Attainment Percentage shall
equal zero percent (0%);
(B) equal to the Minimum EBIT Target for such Reference Year,
the EBIT Attainment Percentage shall equal eighty percent (80%);
(C) greater than the Minimum EBIT Target but less than the
Annual EBIT Target (as defined below) for such Reference Year,
the EBIT Attainment Percentage shall equal the sum of (x) eighty
percent (80%) plus (y) the product of twenty percent (20%)
multiplied by a frac tion, the numerator of which shall be the
excess of (I) the EBIT of the Company over (II) the Minimum EBIT
Target for such Reference Year and the denominator of which shall
be the excess of the Annual EBIT Target over the Minimum EBIT
Target;
4
<PAGE>
(D) equal to the Annual EBIT Target for such Reference Year,
the EBIT Attainment Percentage shall equal one hundred percent
(100%);
(E) greater than the Annual EBIT Target but less than the
Maximum EBIT Target (as defined below) for such Reference Year,
the EBIT Attainment Percentage shall equal the sum of (x) one
hundred percent (100%) plus (y) the product of twenty percent
(20%) multiplied by a fraction, the numerator of which shall be
the excess of (I) the EBIT of the Company over (II) the Annual
EBIT Target for such Reference Year and the denominator of which
shall be the excess of the Maximum EBIT Target over the Annual
EBIT Target; or
(F) equal to or greater than the Maximum EBIT Target for such
Reference Year, the EBIT Attainment Percentage shall equal one
hundred twenty percent (120%).
(ii) With respect to each Reference Year ending after January 31,
1998, on or before March 15 of each such year, the Board, in
consultation with the CEO, shall determine the "Annual EBIT Target,"
the "Minimum EBIT Target" and the "Maximum EBIT Target" for the
Reference Year then current. Promptly after such targets have been
determined, the Company shall provide written notice thereof to the
Executive. The Annual EBIT Targets determined by the Board shall be
reasonably achievable in the good faith judgment of the Board, it
being understood that the Maximum EBIT Targets determined by the Board
shall generally reflect a more aggressive, "stretch" budget, and the
Minimum EBIT Targets determined by the Board shall generally reflect
an improvement over actual EBIT for the prior Reference Year. The
Board shall have the right, acting unilaterally and in good faith, to
adjust the Annual EBIT Target, the Minimum EBIT Target and the Maximum
EBIT Target upon the occurrence of any acquisition, disposition or
other significant event that occurs after such targets have been
determined. For purposes of this Section 4(d), "EBIT" shall mean, for
any period, the Company's consolidated earnings (excluding extraor-
5
<PAGE>
dinary gains and losses and gains or losses from the sale of fixed
assets outside of the ordinary course of business) from continuing
operations before interest and taxes for such period, and EBIT shall
be determined on the same basis as the Annual EBIT Target, the Minimum
EBIT Target and the Maximum EBIT Target. Notwithstanding the
foregoing, EBIT for any Reference Year shall be equitably adjusted by
the Board (solely for the purposes of Section 4(d)(i)) to the extent
that the Company's business was not conducted in the ordinary course
in accordance with past practices.
(iii) A portion of the Incentive Bonus in a target amount equal to
forty percent (40%) of said $450,000 (the "Project Bonus") shall be
payable to the Executive to the extent that the Board determines that
the Executive has satisfactorily completed certain projects (the
"Annual Projects") estab lished by the Board with respect to the
Reference Year in accordance with this subparagraph (iii), provided
that the Board may award a Project Bonus of between eighty percent
(80%) and one hundred twenty-five percent (125%) of the target amount
based upon its evaluation of the manner in which the Executive
completes the Annual Projects. The Company shall establish Annual
Projects for each fiscal year during the Term and shall provide the
Executive with a written notice of such Annual Projects, which shall
describe such Annual Projects in reasonable detail. The Annual
Projects for each Reference Year ending after January 31, 1998 shall
be established on or before March 15 of such year. The Annual Projects
for each such fiscal year shall be developed by the Board in
consultation with the Executive, and shall, in the good faith judgment
of the Board, be reasonably achievable. The Executive acknowledges
that the Annual Projects established by the Board may not be measured
by financial results or other quantifiable standards and may depend on
subjective judgments by the Board, and the Executive agrees that the
determination of the Board as to the extent to which such Annual
Projects have been satisfactorily completed shall be conclusive for
all purposes, provided that such determination shall be made in good
faith.
6
<PAGE>
(iv) Each Incentive Bonus (including the Target Bonus and the
Project Bonus) shall be paid not more than 30 days after a
determination by the Board that the applicable performance goals have
been met, and such determination shall be made not later than 10 days
following the filing of a Form 10-K for the Company, or if the Company
is not required to file a Form 10-K, not later than 10 days following
the date upon which the Company's audited financial statements first
become available.
(e) Signing Bonus. The Company shall pay to the Executive a
-------------
signing bonus of $400,000 (the "Signing Bonus") if a Change of Control (as
defined below) shall not have occurred on or before January 31, 1999. The
Signing Bonus shall be payable on January 31, 1999 (provided that a Change of
Control shall not have occurred on or before such date) or such earlier date as
the Company terminates the assignment of Goldman, Sachs & Co. in connection with
the possible sale of the Company (the "Payment Date"); provided that the
Executive remains continually employed by the Company through the Payment Date
unless the Executive's employment is terminated by the Company without Cause (as
defined in Section 9(c)) or by the Executive for Good Reason (as defined in
Section 9(d)). For purposes of the immediately preceding sentence, "Change of
Control" means (a) any sale, transfer or other conveyance (whether directly, or
indirectly through a merger, consolidation or similar transaction), or series of
related sales, transfers or other conveyances, of the outstanding capital stock
of the Company pursuant to which any person (or group of affiliated persons)
other than an Excluded Person, becomes the beneficial owner of more than 50% of
the outstanding common stock of the Company or (b) any sale, transfer or other
conveyance of all or substantially all of the Company's assets to any person (or
group of affiliated persons) other than to an Excluded Person. For purposes of
the foregoing definition, "Excluded Person" means and includes (i) Apollo
Investment Fund, L.P. ("Apollo"), any of its affiliates, and, so long as Apollo
or an affiliate of Apollo controls the right to vote the securities in question,
any partner, shareholder or trustee of any of them, (ii) any corporation owned,
directly or indirectly, by the stockholders of the Company in substantially the
same proportions as their
7
<PAGE>
ownership of stock of the Company and (iii) the Company or any subsidiary of the
Company.
(f) Vacations. The Executive shall be entitled to the number of paid
---------
vacation days in each calendar year determined in accordance with the Company's
vacation policy as in effect immediately prior to the execution of this
Agreement.
(g) Services Furnished. The Company shall furnish the Executive with
------------------
office space, secretarial assistance and such other facilities and services as
shall be suitable to the Executive's position and adequate for the performance
of his duties hereunder.
(h) Waiver of Benefits. The Executive acknowledges that he will not
------------------
receive any benefits from the Company in connection with the executive
management services provided hereunder except as expressly set forth in this
Section 4, and he hereby waives and relinquishes all rights to benefits under
all of the Company's employee pension plans, welfare benefit plans, tax-deferred
savings plans and other employee benefit arrangements (including any insurance
or trust arrangements maintained for the benefit of Company employees.
5. TERMINATION
-----------
The Executive's employment hereunder may be terminated under the
following circumstances:
(a) Death. The Executive's employment hereunder shall terminate upon
-----
his death.
(b) Disability. If the Board determines in good faith, based on
----------
medical evidence acceptable to it, that the Executive has become physically or
mentally disabled or incapacitated during his employment hereunder for a
continuous period of ninety (90) days to such an extent that he shall be unable
to perform his duties hereunder then, notwithstanding the provisions of Section
2, the Company may, after the expiration of said ninety (90) day period and
during the continuance of such disability or incapacity, give to the Executive
a Notice of Termination (as defined in Section 5(e) hereof) of the Executive's
employment hereunder and such employment
8
<PAGE>
shall terminate on the date provided in Section 5(f) hereof.
(c) Termination by the Company. The Company may terminate the
--------------------------
Executive's employment hereunder at any time with or without Cause. For
purposes of this Agreement, the Company shall have "Cause" to terminate the
Executive's employment hereunder upon (A) the engaging by the Executive in
willful misconduct that is materially injurious to the Company, (B) the
embezzlement or misappropriation of funds or property of the Company by the
Executive or the conviction of the Executive of a felony or the entrance of a
plea of guilty by the Executive to a felony or (C) the failure or refusal by the
Executive to devote his full business time and attention (as described in
Section 3(b) of this Agreement) to the performance of his duties and
responsibilities hereunder or any other breach by the Executive of this
Agreement in any material respect if such breach has not been cured by the
Executive within thirty (30) days after the Preliminary Notice (as defined
below) has been given to the Executive. For purposes of this paragraph, no act,
or failure to act, on the Executive's part shall be considered "willful" unless
done, or omitted to be done, by him not in good faith and without reasonable
belief that his action or omission was in the best interest of the Company. The
Executive shall not be deemed to have been terminated for Cause, unless the
Company shall have given the Executive (i) notice (the "Preliminary Notice")
setting forth, in reasonable detail the facts and circumstances claimed to
provide a basis for termination for Cause, (ii) a reasonable opportunity for
the Executive, together with his counsel, to be heard before the Board and (iii)
a Notice of Termination stating that, in the good faith judgement of the Board,
the Executive was guilty of conduct set forth in clauses (A), (B) or (C) above,
and specifying the particulars thereof in reasonable detail. Upon receipt of
the Preliminary Notice, the Executive shall have thirty (30) days in which to
appear before the Board with counsel, or take such other action as he may deem
appropriate, and such thirty (30) day period is hereby agreed to as a reasonable
opportunity for the Executive to be heard.
(d) Termination by the Executive. The Executive may voluntarily
----------------------------
terminate his employment hereunder at any time with or without Good Reason. For
purposes of this Agreement, "Good Reason" shall mean, so long as the
9
<PAGE>
Executive has not been guilty of the conduct set forth in clauses (A), (B) or
(C) of Section 5(c) hereof, (i) a failure by the Company to comply with any
material provision of this Agreement that has not been cured within thirty (30)
days after written notice of such noncompliance has been given by the Executive
to the Company or (ii) the assignment to the Executive by the Company of duties
inconsistent with the Executive's position, duties or responsibilities as in
effect immediately prior to the Effective Date, including, but not limited to,
any material reduction in such position, duties or responsibilities or material
change in his title or (iii) the termination by Samsonite Europe N.V. of the
Amended and Restated Consulting Agreement, dated as of February 1, 1998 (the
"Consulting Agreement"), by and between Samsonite Europe N.V. and the Executive,
in each case of clauses (ii) and (iii) above, without the consent of the
Executive. The Executive's election to terminate under this Section 5(d) shall
be made by giving Notice of Termination not later than 60 days from, as
applicable, the date that the Company fails to cure under (i) above, the
assignment of duties under (ii) above, and the date that the Executive is
advised of the termination under (iii) above. Notwithstanding the provisions of
clause (ii) of the first sentence of this Section 5(d), a change in title which
represents a promotion and the assignment of different or additional duties or
responsibilities in connection therewith shall not constitute "Good Reason."
(e) Notice of Termination. Any termination of the Executive's
---------------------
employment by the Company or by the Executive (other than termination pursuant
to Section 5(a) hereof) shall be communicated by written Notice of Termination
to the other party hereto. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice that shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances, if any, claimed to provide a basis for termination
of the Executive's employment under the provision so indicated.
(f) Date of Termination. Except to the extent otherwise herein
-------------------
provided, "Date of Termination" shall mean (i) if the Executive's employment is
terminated pursuant to Section 5(a), the date of his death, (ii) if the
Executive's employment is terminated pursuant to Section 5(b) or (c), the date
of or a later date specified
10
<PAGE>
in the Notice of Termination, (iii) if the Executive's employment is terminated
pursuant to Section 5(d), the date on which the Notice of Termination is given
and (iv) if this Agreement is continued in effect to the end of the Term, the
last day of the Term. Except as provided in and subject to Section 6 hereof, the
Company shall not have any obligation to Executive for salary continuation,
severance or termination pay upon termination of this Agreement.
6. COMPENSATION UPON TERMINATION
-----------------------------
(a) If the Executive's employment is terminated (i) by the Company
for Cause, (ii) by the Executive other than for Good Reason, or (iii) by reason
of the Executive's death or disability (pursuant to Section 5(b) hereof), then
the Company shall pay the Executive his full Base Salary through the Date of
Termination (to the extent not otherwise paid through the Date of Termination)
at the rate in effect immediately prior to the Date of Termination, provided
that if the Executive's employment hereunder terminates by reason of his death,
the Company shall continue to make salary payments at the rate of the Base
Salary then in effect in respect of the month of death and three calendar months
immediately following the month of death. The Executive shall not be entitled
to any portion of the Incentive Bonus unless such bonus shall be payable
pursuant to Section 4(d) with respect to a Reference Year ending on or before
the Date of Termination; provided that, if the Date of Termination occurs after
the end of a Reference Year and prior to the determination of whether the
performance goals for such Reference Year were met, such Incentive Bonus shall
be payable, if it is determined that such goals were met, in accordance with the
provisions of Section 4(d) hereof.
(b) If the Executive's employment is terminated (i) by the Company
without Cause (other than for disability pursuant to Section 5(b) hereof), or
(ii) by the Executive for Good Reason, then the Company shall pay to the
Executive as severance pay in a lump sum, not later than the fifth day following
the Date of Termination, the following amounts, which shall not be discounted to
take into account present value:
(I) to the extent not otherwise paid through the Date of Termination,
the Executive's full Base
11
<PAGE>
Salary through the Date of Termination at the rate in effect at the time
Notice of Termination is given; and
(II) in lieu of any further salary and bonus or other incentive
compensation payments to the Executive for periods subsequent to the Date
of Termination, the sum of $500,000.
(c) In the event that this Agreement is continued in effect to the
end of the Term and at or prior to expiration of the Term the Company has not
offered to extend this Agreement upon the same or substantially similar terms
and conditions for one or more additional terms through the date on which the
Executive reaches the age of 56, the Company shall pay the Executive the sum of
$500,000, payment to be made within thirty (30) days from the Date of
Termination of employment, and the Company shall have no further obligations to
the Executive, except as may be provided under the express terms of this
Agreement or in accordance with the survivorship provisions of Section 13 of
this Agreement.
(d) Any amounts paid pursuant to the provisions of Section 6(b) above
shall be in lieu of any amounts payable to Executive pursuant to any severance
or termination pay program maintained by the Company, and the Executive hereby
expressly waives and relinquishes all rights under any such programs.
7. LEGAL FEES; REIMBURSEMENT OF CERTAIN EXPENSES
---------------------------------------------
The Company shall promptly reimburse the Executive for the
reasonable legal fees and expenses incurred by the Executive in connection with
enforcing or defend ing any right of the Executive pursuant to this Agreement;
provided that the Company shall have no obligation to reimburse the Executive
for any such fees and expenses unless the resolution of any action taken by the
Executive to enforce such right is in favor of the Executive. In addition, the
Company hereby agrees that the amount of any such legal fees and expenses
reimbursed to the Executive in connection with obtaining or enforcing any right
or benefit provided to the Executive by the Company pursuant to or in accordance
with this Agreement shall not be taken into account by the Company in
determining
12
<PAGE>
the aggregate compensation paid or payable to the Executive under this
Agreement.
8. INDEMNIFICATION
---------------
The Company shall indemnify the Executive (and his legal
representatives), unless expressly prohibited by applicable law, against all
losses, claims, damages, liabilities, costs, charges and expenses incurred or
sustained by him or his legal representatives in connection with any action,
suit or proceeding to which he (or his legal representatives) may be made a
party by reason of his being or having been a director, officer or employee of
the Company (including payment of expenses in advance of the final disposition
of the proceeding). The Company further agrees, upon demand by the Executive,
promptly to reimburse the Executive for, or pay, any loss, claim, damage,
liability or expense, unless ex pressly prohibited by applicable law, to which
the Company has agreed to indemnify the Executive pursuant to Sections 7 and 8
hereof. If any action, suit or proceeding is brought or threatened against
the Executive in respect of which indemnity may be sought against the Company
pursuant to the foregoing, the Executive shall notify the Company promptly in
writing of the institution of such action, suit or proceeding. Such action,
suit or proceeding shall be defended by and be under the exclusive control of
the Company and its counsel; except that the Executive shall have the right to
designate separate counsel, acceptable to the Executive in his sole discretion,
and, to the extent of a conflict of interest with the Company, the right
to direct, control and supervise the Executive's defense of such action, suit or
proceeding.
9. TAXES
-----
The Company shall deduct from all amounts payable under this Agreement
all federal, state, local and other taxes required by law to be withheld with
respect to such payments.
10. CONFIDENTIALITY AND NONCOMPETITION
----------------------------------
(a) Unless otherwise required by law or judicial process, the
Executive shall keep confidential all confidential information known to the
Executive concerning
13
<PAGE>
the Company and its businesses during his employment with the Company and for
the shorter of three (3) years following the termination of the Executive's
employment with the Company or until such information is publicly disclosed by
the Company or otherwise becomes publicly disclosed other than through the
Executive's actions; provided, that the Executive shall provide notice to the
Company in advance of any disclosure required by law or judicial process in a
timely manner to permit the Company to oppose such compelled disclosure.
(b) The Executive agrees that during his employment with the Company
and for a period of one (1) year thereafter (unless such employment is
terminated by the Company pursuant to Section 5(c) without Cause or by the
Executive pursuant to Section 5(d) with Good Reason, provided that the Company
does not contest that such termination was for Good Reason), he shall not,
directly or indirectly, as a principal, officer, director, employee or in any
other capacity whatsoever, without the prior written consent of the Company,
engage in, or be or become interested or acquire any ownership of any kind in,
or become associated with, or make loans or advance property to any person
engaged in or about to engage in, any business activity that is in substantial
competition (in excess of 15% of net sales of the business) with any of the
businesses engaged in by the Company during the Term in any of the geographic
areas in which such businesses are then conducted by the Company or have been
conducted by the Company during the twelve months preceding the termination of
the Executive's employment. Nothing in this Agreement shall prevent the
Executive from making or holding any investment in any amount in securities
traded on any national securities exchange or traded in the over the counter
market, provided said investments do not exceed one percent (1%) of the issued
and out standing stock of any one such corporation.
11. SUCCESSORS; BINDING AGREEMENT
-----------------------------
(a) This Agreement shall be binding upon and inure to the benefit of
the Company and any successor of the Company, including, without limitation, any
corporation or corporations acquiring directly or indirectly all or a
substantial portion of the stock, business or assets of the Company, whether by
merger, restructuring, reorganization,
14
<PAGE>
consolidation, division, sale or otherwise (and such successor shall thereafter
be deemed the "Company" for the purposes of this Agreement).
(b) This Agreement and all rights of the Executive hereunder shall
inure to the benefit of and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive should die while any amounts would be
still payable to him hereunder if he had continued to live, all such amounts,
unless otherwise provided hereunder, shall be paid in accordance with the terms
of this Agreement to the Executive's devisee, legatee, or other beneficiary or,
if there be no such beneficiary, to the Executive's estate.
12. NOTICE
------
For purposes of this Agreement, notices, demands and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given (i) when hand delivered, (ii) when sent if sent
by overnight mail, overnight courier or facsimile transmission or (iii) when
mailed by United States certified mail, return receipt requested, postage
prepaid, addressed as follows:
If to the Executive:
-------------------
Luc Van Nevel
Berchemweg 129
9700 Oudenaarde
Belgium
If to the Company:
-----------------
Samsonite Corporation
11200 East Forty-Fifth Avenue
Denver, Colorado 80239-3018
Attention: Board of Directors
c/o Corporate Secretary
(with a copy to the attention of: General Counsel, at the same address) or to
such other address as any party may have furnished to the others in writing in
accordance
15
<PAGE>
herewith, except that notices of change of address shall be effective only upon
receipt.
13. SURVIVORSHIP
------------
The respective rights and obligations of the parties hereunder set
forth in Sections 6, 7, 8, 9 and 10 of this Agreement shall survive any
termination of this Agreement to the extent necessary to the intended
preservation of such rights and obligations.
14. REPRESENTATIONS AND WARRANTIES
------------------------------
The Company represents and warrants that (a) it is fully authorized
and empowered to enter into this Agreement and that its Board has approved the
terms of this Agreement, (b) the execution of this Agreement and the performance
of its obligations under this Agreement shall not violate or result in a breach
of the terms of any material agreement to which the Company is a party or by
which it is bound, (c) no approval by any governmental authority or body is
required for it to enter into this Agreement, and (d) the Agreement is valid,
binding and enforceable against the Company in accordance with its terms, except
to the extent affected or limited by applicable bankruptcy laws or other
statutes governing the rights of creditors generally and any regulations or
interpretations thereof. The Executive represents and warrants that his
execution of this Agreement and his performance of his duties and
responsibilities under this Agreement shall not violate or result in a breach of
the terms of any material agreement to which he is a party or by which he is
bound.
15. MISCELLANEOUS
-------------
(a) Entire Agreement. The parties hereto agree that this Agreement,
----------------
together with:
(i) the Agreement made as of May 15, 1996,
(ii) the Stock Option Agreement dated as of the 20th day of February,
1996, and
(iii) the Consulting Agreement
16
<PAGE>
contain the entire understanding and agreement between them, and supersedes all
prior understandings and agreements (including, without limitation, the
Executive Management Agreement, dated as of January 1, 1990, as amended by the
First Amendment thereto, dated as of May 1, 1994) between the parties respecting
the employment by the Company of the Executive, and that the provisions of this
Agreement may not be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by the parties hereto.
No agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement.
(b) Waiver. No waiver by either party hereto at any time of any
------
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.
(c) Choice of Law. The validity, interpretation, construction and
-------------
performance of this Agreement shall be governed by the laws of the State of New
York without giving effect to the conflict of laws principles thereof.
(d) Certain Tax Consequences. The parties hereto acknowledge that the
------------------------
Company intends to seek a ruling, interpretation or other written advice (a "Tax
Ruling") from the appropriate tax authority in Belgium to the effect that the
Company is not subject to taxation by any Belgian authority by reason of the
Executive's employment hereunder. If the Company is unable to obtain, on a
timely basis, a Tax Ruling which is satisfactory to the Company, in its sole
discretion, the parties hereto agree to modify and amend this Agreement or enter
into a different kind of arrangement, so as to assure that the Company will not
be exposed to taxation by any Belgian authority by reason of such employment;
provided that such modification, amendment or other arrangement shall, as nearly
as practicable, preserve the economic terms, rights and obligations of the
Company and the Executive as set forth in this Agreement. The parties hereto
agree that entering into a modification,
17
<PAGE>
amendment or other arrangement as contemplated by the preceding sentence shall
not be deemed to constitute a termination of this Agreement by either the
Company or the Executive for purposes of this Agreement or the Consulting
Agreement.
16. VALIDITY
--------
The invalidity or unenforceability of any provision or provisions of
this Agreement shall not affect the validity or enforceability of any other
provision or provisions of this Agreement, which shall remain in full force
and effect.
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<PAGE>
17. COUNTERPARTS
------------
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Company has caused its name to be subscribed
to this Agreement by its duly authorized representative in the State of New York
and the Executive has executed this Agreement and caused it to be delivered in
the State of New York, in each case as of the date and the year first above
written.
SAMSONITE CORPORATION
By:/s/ THOMAS R. SANDLER
---------------------
Name: Thomas R. Sandler
Title: Senior Vice President
/s/ LUC VAN NEVEL
-----------------
Luc Van Nevel
19
<PAGE>
EXHIBIT 10.10
SAMSONITE GMBH
EMPLOYMENT AGREEMENT
BY AND BETWEEN:
The company Samsonite GmbH (hereinafter, the "Company"), with registered
office at 5000 Koln, 1 Hogenstaufenring 57a, a company organized under the
laws of Germany, represented by its sole shareholder,
Samsonite Europe, N.V., with its principal office at Westerring 17, B-
9700 Oudenaarde, a company organized under the laws of Belgium, which
in turn is represented by its director, Mr. Luc Van Nevel,
AND
Mr. Karlheinz Tretter, domiciled at 61462 Konigstein im Taunus,
Holderingstrasse 3, hereinafter the "Executive."
WITNESSETH
WHEREAS, the Company desires to retain the services of the Executive and to
enter into this Employment Agreement as of the Effective Date (as defined in
Article 2 below); and
WHEREAS, the Executive is willing to serve the Company under the terms and
conditions herein provided;
NOW, THEREFORE, in consideration of the foregoing and of the premises and
covenants herein contained, the receipt and sufficiency of which are hereby
acknowledged,
THE PARTIES HERETO AGREE AS FOLLOWS:
1. ENGAGEMENT
----------
The Company engages the services of the Executive and the Executive accepts
such engagement on the terms and conditions set forth herein.
2. TERM
----
This Employment Agreement shall come into effect as of the first day of
February 1998 (the "Effective Date") for an indefinite term.
Page 1
<PAGE>
3. FUNCTION
--------
(a) The Executive agrees to serve as Geschaftsfuhrer of Samsonite GmbH. In
this capacity he shall perform such duties and services customary for his
position in addition to those as may be prescribed from time to time by the
shareholders' meeting.
(b) The Executive shall perform such duties to the best of his ability and
in a diligent and proper manner.
(c) The Parties expressly agree that the Company is entitled, if the
economical or structural needs of the Company so require, to entrust the
Executive with other tasks and/or to request him to fulfill a similar function
either alternatively or cumulatively in a group company, taking into account his
qualifications and competence and insofar as such modification has no negative
influence on the remuneration of the Executive. Such modification can never be
considered as a unilateral breach of this Employment Agreement.
(d) Nothing in this Employment Agreement shall affect the Executive's duty
of loyalty and duty of care to the Company and its subsidiaries as provided
under applicable laws.
4. WORKING HOURS
-------------
(a) Except during customary vacation periods and periods of illness, and
due to his activities for other group companies, the Executive shall, during his
engagement hereunder, devote an average of forty percent (40%) of his business
time and attention to the performance of the execution of his functions and
services for the Company.
(b) The Executive's remuneration provided for under this Employment
Agreement covers his entire work as far as it is attributable to the Company
including compensation for overtime work and work on weekends and public
holidays.
5. COMPENSATION AND RELATED MATTERS
--------------------------------
(a) During the period of the Executive's engagement hereunder, the Company
shall compensate the Executive in equal installments in accordance with its
normal payroll practices but not less frequently than monthly. At the date of
this Employment Agreement, the gross annual salary of the Executive, including a
thirteenth month and holiday pay (the "Base Compensation"), is fixed at
DM237,119, which shall become EURO120,167 upon consent being granted by the
German Federal Reserve Board for the payment of compensation in EURO currency by
German employers to German employees.
(b) The payments of Base Compensation hereunder shall not in any way limit
or reduce any other obligation of the Company hereunder, and no other
compensation,
Page 2
<PAGE>
benefit or payment hereunder shall in any way limit or reduce the obligation of
the Company to pay the Executive's Base Compensation hereunder. The Company, at
any time and from time to time, may increase (but not reduce) the Base
Compensation payable, and any increase in the Base Compensation shall become
effective at the time indicated by the Company without the need for an amendment
to this Employment Agreement.
(c) The Executive agrees that the Company may deduct from all amounts
payable under this Employment Agreement all withholding taxes and social
security contributions required by law to be withheld with respect to such
payments.
(d) The net salary of the Executive shall be paid by transfer into his bank
account opened at the following bank:Frankfurter Volksbank; and with the bank
account number:300 216 820 /BLZ 5019 00 00.
(e) The Executive will also be entitled to an Annual Adjustment. Each
year, the Company shall make a lump sum adjustment to the Executive's Base
Compensation (the "Annual Adjustment") for that year only, equal to a percentage
of the Base Compensation. The Annual Adjustment shall consist of a Target
Adjustment and a Project Adjustment. The definition and the determination of the
Adjustments are set out in a separate agreement between parties, which will be
reviewed on a yearly basis.
(f) In conformity with the European Regulation 1408/71 of 14 June 1971 on
social security regulations in Europe, the social security will be paid by
Samsonite GmbH in Germany. The social security will be governed by German law
and the Company will be paying the employer's part of the social security
contributions.
6. OTHER BENEFITS
--------------
(a) The Executive will continue to participate in the existing extra legal
group insurance policy actually in force with Victoria (GV 5700458/32).
(b) The Company also agrees to pay a contribution of 300 DM per month to an
individual life insurance contract concluded by the Executive.
(c) Nothing in this Employment Agreement shall preclude the Company from
amending or terminating any such employee benefit plan, policy or practice,
whether now or hereinafter in effect.
7. COMPANY CAR
-----------
The Executive shall also be entitled to the use of a company car. It
concerns a company car of the type Mercedes 300 E-range or an equivalent type.
The Executive is entitled to use the car for private use and all costs relating
to the personal use shall be
Page 3
<PAGE>
borne by the Company. For the advantage of all kind resulting from this private
use the necessary legal tax withholdings will take place monthly at the occasion
of the calculation of the Executive's salary.
8. REIMBURSEMENT OF EXPENSES
-------------------------
The Executive is entitled to receive prompt reimbursement of all reasonable
expenses incurred by the Executive in performing services for the Company,
including all expenses of travel and living expenses while away from home on
business or at the request of and in the service of the Company, in accordance
with the policies and procedures established by the Company from time to time.
The Executive shall, according to Samsonite's existing procedures and policies,
furnish the Company with evidence that such expenses were incurred.
9. ANNUAL HOLIDAYS
---------------
(a) The Executive shall be entitled to the number of holidays per entire
worked year as is normally provided per the policies of Samsonite GmbH for an
executive. These holidays shall be taken on dates to be agreed with the
Company.
(b) The Executive is also entitled to the legal public holidays recognized
by Samsonite GmbH.
10. SUSPENSION OF THIS EMPLOYMENT AGREEMENT
---------------------------------------
The Executive shall observe the following obligations in the event that
this Employment Agreement is suspended as a result of sickness or accident:
(a) immediately inform the competent person of his inability to work; and
(b) justify his inability to work by producing a medical certificate which
must be sent to the Company within two working days of the start of the
inability to work or its prolongation.
11. CONFIDENTIALITY
---------------
(a) Notwithstanding statutory obligations in this respect, and unless
otherwise required by law or judicial process, the Executive shall keep
confidential all confidential information known to the Executive concerning the
Company or any of its affiliated group companies (verbundene Unternehmen), or
the business of any of them, both during and after his engagement hereunder,
until such information:
(i) is publicly disclosed by the Company or any of its affiliated
group companies (verbundene Unternehmen), or
Page 4
<PAGE>
(ii) otherwise becomes publicly disclosed other than through the
Executive's actions.
(b) Notwithstanding statutory obligations in this respect, the Executive
shall provide notice to the Company in advance of any disclosure required by law
or judicial process in a timely manner to permit the Company to oppose such
compelled disclosure.
(c) Notwithstanding statutory obligations in this respect, all documents,
notes and material relating to affairs of the Company or any of its affiliated
group companies (verbundene Unternehmen), including those prepared by the
Executive, shall remain at all times the property of the Company. The Executive
undertakes to return anything belonging to the Company upon his departure.
12. TERMINATION OF THIS EMPLOYMENT AGREEMENT
----------------------------------------
(a) The Company shall have the right to terminate this Employment Agreement
by giving the statutory period of notice, if one of the following causes occurs:
(i) the engaging by the Executive in willful misconduct that is
materially injurious to the Company or any of its affiliated
group companies (verbundene Unternehmen);
(ii) the embezzlement or misappropriation of funds or property of the
Company or any of its affiliated group companies (verbundene
Unternehmen) by the Executive;
(iii) the conviction of the Executive of a crime punishable by
incarceration for one year or more, or the entrance of a plea of
guilty by the Executive to such a crime;
(iv) the failure or refusal by the Executive to devote his business
time and attention to the performance of his duties and
responsibilities hereunder; or
(v) any other breach by the Executive of this Employment Agreement
in any material respect if such breach has not been cured by the
Executive within thirty (30) days after the Preliminary Notice
(as defined below) has been given to the Executive.
(b) For purposes of Article 12 above, no act, or failure to act, on the
Executive's part shall be considered "willful" unless done, or omitted to be
done, by him not in good faith and without reasonable belief that his action or
omission was in the best interest of the Company. The Executive shall not be
deemed to have been
Page 5
<PAGE>
terminated for one of the causes set out under Article 12.(a)(i), 12.(a)(ii),
12.(a)(iii), 12.(a)(iv), or 12.(a)(v) above, unless the Company shall have given
the Executive:
(i) notice ("the Preliminary Notice") setting forth, in reasonable
detail the facts and circumstances claimed to provide a basis
for termination,
(ii) a reasonable opportunity for the Executive, together with his
counsel, to be heard before a delegate of the Company's
shareholders (the "Delegate"), and
(iii) a notice of termination stating that, in the good faith
judgement of the Delegate, the Executive was guilty of conduct
set forth in Article 12.(a)(i), 12.(a)(ii), 12.(a)(iii),
12.(a)(iv), or 12.(a)(v) above, and specifying the particulars
thereof in reasonable detail.
(c) Upon receipt of the Preliminary Notice, the Executive shall have thirty
(30) days in which to appear before the Delegate with counsel, or to take such
other action as he may deem appropriate, and such thirty (30) day period is
hereby agreed to as a reasonable opportunity for the Executive to be heard.
(d) The right of each contractual party to terminate this Employment
Agreement for good and valid cause (wichtiger Grund) in accordance with Sect.
626 par (1), German Civil Code shall remain unaffected.
(e) If the conduct giving rise to termination of this agreement is good and
valid cause (wichtiger Grund) and is also described in Article 12.(a)(i),
12.(a)(ii), 12.(a)(iii), 12.(a)(iv), or 12.(a)(v) above, then termination shall
proceed as per Article 12 rather than as per Article 12(a).
(f) If the Executive has not engaged in conduct described in Article
12.(a)(i), 12.(a)(ii), 12.(a)(iii), 12.(a)(iv), or 12.(a)(v) above, then the
Executive shall have the right to terminate this Employment Agreement by giving
the statutory period of notice, if one of the following causes occurs:
(i) a failure by the Company to comply with any material provision of
this Employment Agreement that has not been cured within thirty
(30) days after written notice of such non-compliance has been
given by the Executive to the Company; or
(ii) the assignment to the Executive, without the consent of the
Executive, of duties inconsistent with the Executive's position,
duties or responsibilities as in effect immediately prior to the
Effective Date, including, but not limited to, any material
reduction in such position, duties or responsibilities, or a
material change in
Page 6
<PAGE>
his title, other than a change in title which represents a
promotion within the Company or any of its affiliated group
companies (verbundene Unternehmen), or the assignment of
different or additional duties or responsibilities in connection
therewith.
(g) The Executive's election to terminate under Article 12.(f) above, shall
be made by giving notice of termination not later than sixty (60) days from, as
applicable, the date that the Company fails to cure a failure under Article
12.(f)(i) above, or the assignment of duties under Article 12.(f)(ii).
(h) Upon termination of this Employment Agreement at the initiative of the
Company for any reason other than either:
(i) a good and valid cause (wichtiger Grund) committed by the
Executive, or
(ii) one of the reasons set out in Article 12.(a)(i), 12.(a)(ii),
12.(a)(iii), 12.(a)(iv), or 12.(a)(v) above,
the Executive will be entitled to an indemnity upon termination, which amounts
to the greater of:
(A) the amount of the additional indemnity, provided for in the
Overall Agreement between the Executive and Samsonite
Corporation; and
(B) any amount which might be due to the Executive upon
termination of this Employment Agreement under local German
law.
(i) Upon termination of this Employment Agreement at the initiative of the
Company for a good and valid cause (wichtiger Grund) the Executive will not be
entitled to any indemnity.
(j) Upon termination of this Employment Agreement at the initiative of the
Company for one of the reasons set out in Article 12.(a)(i), 12.(a)(ii),
12.(a)(iii), 12.(a)(iv), or 12.(a)(v) above, the Executive will not be entitled
to any indemnity except for the continuing payment of his salary during the
statutory period of notice required under German law.
(k) If the Executive has not engaged in conduct which would be a good and
valid cause (wichtiger Grund) for the Company to terminate this Employment
Agreement, and has not engaged in conduct which is set forth in Article
12.(a)(i), 12.(a)(ii), 12.(a)(iii), 12.(a)(iv), or 12.(a)(v) above, then upon
termination of this Employment Agreement at the initiative of the Executive for
one of the reasons set out
Page 7
<PAGE>
in Article 12.(f)(i) or 12.(f)(ii) above, the Executive will be entitled to an
indemnity upon termination which is equal to the greater of:
(i) the amount of the additional indemnity, provided for in the
Overall Agreement between the Executive and Samsonite
Corporation; and
(ii) any amount which might be due to the Executive upon termination
of this Employment Agreement under local German law.
(l) Upon termination of this Employment Agreement at the initiative of the
Executive for any reason which is neither a good and valid cause (wichtiger
Grund) nor one of the reasons set out in Article 12.(f)(i) or 12.(f)(ii) above,
the Executive will not be entitled to any indemnity except for that, if any,
which is mandatory under German law.
(m) The Company may terminate this Employment Agreement within the
applicable statutory notice period if the Executive is long-term disabled due to
illness or accident for a total of six (6) months during a period of twelve (12)
consecutive months, and if he is unable to fulfill his duties as a managing
director of the Company. In case of doubt about the long-term disability due to
illness or accident, an expertise shall be ascertained by a physician who shall
be selected by mutual agreement by both parties. If the parties cannot agree on
the person of the physician, the physician shall be appointed at either party's
request by the Physicians Professional Association (Arztekammer) of Koln.
(n) After notice is given by the Executive or by the Company, or after
suspending or revoking the Executive from his office as managing director, the
Company shall be entitled to release the Executive from his duties of service,
temporarily or definitively, whilst continuing to pay his Base Compensation.
Such period of release shall be offset from the Executive's remaining vacation
entitlement.
(o) For purposes of notice required under German local law, the Executive's
seniority shall include the periods of September, 1966 through September, 1981,
and from November, 1990, through February 1, 1998.
13. NON-COMPETITION
---------------
(a) During the period of this Employment Agreement, the Executive
undertakes not to become active for another company which competes with the
Company or any of its affiliated group companies (verbundene Unternehmen) either
in the Federal Republic of Germany or in any other Member States of the European
Union. During the period mentioned, and during the twelve months immediately
following termination of this Employment Agreement, the Executive also
undertakes not to engage in any competing business activity, directly or
indirectly, or to participate, directly or indirectly, in an enterprise which
competes with the Company or any of its
Page 8
<PAGE>
affiliated group companies (verbundene Unternehmen), and not to work, directly
or indirectly, for a customer of the Company or any of its affiliated group
companies (verbundene Unternehmen), if such customer at the time of his leaving
the employ of the Company was, or during two proceeding years had been, a
customer of the Company or any of its affiliated group companies (verbundene
Unternehmen).
(b) As compensation for the imposed restrictions, the Company shall pay to
the Executive 50% of the remuneration, as last received by him pursuant to this
Employment Agreement (exclusive of indemnities and exclusive of any Annual
Adjustment), for the twelve months following the termination of this Employment
Agreement, in accordance with Section 74, para 2, of the German Commercial Code.
(c) To the extent permissible under statutory law, the Company will be
freed of this obligation in case it renounces adherence to the post contractual
competition restriction by giving written notice three months prior to the
termination of this Employment Agreement.
(d) Unless otherwise provided in this Employment Agreement, Section 74 et
seq., German Commercial Code, shall apply mutatis mutandis.
14. NOTICE
------
For purposes of this Employment Agreement, notices, demands and all other
communications provided for in this Employment Agreement shall be in writing and
shall be deemed to have been duly given (i) when delivered, if hand delivered,
(ii) when sent, if sent by overnight mail, overnight courier or facsimile
transmission or (iii) when mailed, if mailed by certified mail, return receipt
requested, postage prepaid, addressed as follows:
If to the Executive:
-------------------
Karlheinz Tretter
Holderingstrasse 34
61462 Konigstein Im Taunus
Germany
If to the Company:
------------------
with a copy to:
Samsonite GmbH General Counsel
c/o Human Resources Department Samsonite Corporation
Samsonite Europe N.V. 11200 East Forty-Fifth Avenue
Westerring 17 Denver, Colorado 80239-3018
B-9700 Oudenaarde United States of America
Belgium
Page 9
<PAGE>
or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
15. WAIVER
------
No waiver by either party hereto at any time of any breach by the other
party hereto of, or compliance with, any condition or provision of this
Employment Agreement to be performed by such other party shall be deemed a
waiver of similar or dissimilar provisions or conditions at the same or at any
prior or subsequent time.
16. VALIDITY
--------
The invalidity or unenforceability of any provision or provisions of this
Employment Agreement shall not affect the validity or enforceability of any
other provision or provisions of this Employment Agreement, which shall remain
in full force and effect.
17. APPLICABLE LAW - COMPETENT COURT
--------------------------------
The validity, interpretation, construction and performance of this
Employment Agreement shall be governed by German law, and any dispute arising
out of this Employment Agreement shall be dealt with by the Competent Courts
according to German applicable procedural rules.
18. LANGUAGE OF THIS EMPLOYMENT AGREEMENT
-------------------------------------
Each party to this Employment Agreement explicitly agrees and explicitly
recognizes the validity of this Employment Agreement being drafted in English.
In case the necessity for a translation into German of this Employment Agreement
would ever occur, the Company and the Executive shall agree jointly and in good
faith on the choice of a sworn translator.
19. ENTIRE AGREEMENT
----------------
This Employment Agreement contains the entire understanding between the
Company and the Executive and supersedes all prior employment agreements and
understandings, including, without limitation, the employment agreement dated
June 25, 1990 between the Company and the Executive.
20. COUNTERPARTS
------------
This Employment Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original, but all of which together shall
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<PAGE>
constitute one and the same instrument. Each party acknowledges having received
one copy of this Employment Agreement.
IN WITNESS WHEREOF, the Company has caused its name to be subscribed
to this Employment Agreement by its duly authorized representative and the
Executive has executed this Employment Agreement as of the date and the year
first above written.
Samsonite GmbH, represented The Executive
by its sole shareholder, "Read and approved"
Samsonite Europe N.V.
By: /s/ Luc Van Nevel /s/ Karlheinz Tretter
------------------ ---------------------
Luc Van Nevel, as Director of Karlheinz Tretter (*)
Samsonite Europe, N.V.
(*) The signature of the Executive must be preceded by the hand-written
words: ("Read and approved").
Page 11
<PAGE>
EXHIBIT 10.11
-------------
OVERALL AGREEMENT
-----------------
OVERALL AGREEMENT, (this "Overall Agreement") effective as of February 1,
1998 (the "Effective Date"), by and between SAMSONITE CORPORATION, a Delaware
corporation (the "Company"), and KARLHEINZ TRETTER, a resident of Germany (the
"Executive").
W I T N E S S E T H:
WHEREAS, the Company wants the Executive to provide his services to various
subsidiaries of the Company from time to time, namely Samsonite GmbH, Samsonite
Europe N.V., and other subsidiaries of Samsonite N.V. (together, the
"Subsidiaries"), and the Executive is willing to do so; and
WHEREAS, This Overall Agreement aims to reflect and confirm the general
terms and conditions of the Executive's providing such services;
NOW, THEREFORE, in consideration of the foregoing and of the premises and
covenants herein contained, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. TERM
----
This Overall Agreement shall have a term (the "Term") beginning on the
Effective Date and expiring on January 31, 2002 ("Expiration Date").
2. POSITIONS AND DUTIES
--------------------
(a) The Parties expect that the services to be provided by the Executive
for the Subsidiaries will change from time to time as the needs of the
Subsidiaries change. Nevertheless, the only employment relationship shall be
between the Executive and Samsonite GmbH (Germany), and all other relationships
shall be by mandates, either remunerated or otherwise. Such mandates, the
amount of the Executive's services required by any of the Subsidiaries, and the
remuneration to be paid by any of the Subsidiaries may be changed from time to
time by action of the Subsidiaries. However, at all times, the total
remuneration from the employment relationship and the remunerated mandates shall
be as specified in this Overall Agreement.
(b) Initially, the Executive will serve under an employment agreement,
substantially in the form of Exhibit A attached hereto(the "German Contract"),
in the position of Geschaftsfuhrer for Samsonite GmbH (Germany), and under
remunerated mandates in the positions of:
Page 1
<PAGE>
(i) Managing Director for Samsonite Europe N.V. (Belgium),
(ii) President du Conseil for Samsonite S.A. (France),
(iii) Director Samsonite SpA (Italy), and
(iv) Director Samsonite Finanziaria S.r.l. (Italy).
(c) Except during customary vacation periods and periods of illness, the
Executive shall, during his engagement hereunder, devote his full business time
and attention to the performance of services for the Subsidiaries, allocating
such time and attention generally according to the needs of such Subsidiaries.
(d) Nothing in this Overall Agreement shall affect the Executive's duty of
loyalty and duty of care to the Company and the Subsidiaries as provided under
applicable laws. The Executive shall perform the his duties for and provide his
services to the Subsidiaries to the best of his ability and in a diligent and
proper manner.
3. COMPENSATION AND RELATED MATTERS
--------------------------------
(a) Base Compensation. During the period of the Executive's engagement
-----------------
hereunder, the Company shall cause the Subsidiaries to compensate the Executive
in equal instalments in accordance with their normal payroll practices or in
accordance with the decisions taken by the competent organs of the Subsidiaries
with regard to the remuneration granted to the Executive for the execution of
his mandates, but not less frequently than monthly. Such compensation (the
"Base Compensation") shall be ECU 300,147 (equivalent to US$325,000 converted at
the exchange rate of 0.92436 US$ per ECU, the rate in effect as of the Effective
Date) gross per annum, allocated in the same proportions as in Section 2.(c).
The payments of Base Compensation shall not in any way limit or reduce any other
obligation of the Company hereunder, and no other compensation, benefit or
payment made pursuant to this Overall Agreement shall in any way limit or reduce
the obligation of the Company to cause the payment of the Executive's Base
Compensation as hereunder provided. The Base Compensation payable may not be
reduced. Any increase in the Base Compensation shall become effective at the
time indicated by the Company without the need for an amendment to this Overall
Agreement.
(b) Annual Adjustment. Each year, the Company shall cause the Subsidiaries
-----------------
to make a lump sum adjustment to the Executive's Base Compensation (the "Annual
Adjustment") for such year only, equal to an amount between zero and 59.2308%of
the Base Compensation. The total annual adjustment amount will be allocated in
the same proportions as in Section 2.(c) above. The Annual Adjustment shall
consist of a Target Adjustment and a Project Adjustment (each as defined below),
determined as follows:
(i) The "Target Adjustment" shall be zero if the EBIT Attainment Percentage
(as defined below) is less than eighty percent (80%). Otherwise, the
Page 2
<PAGE>
"Target Adjustment" shall be an amount equal to one-half of the EBIT
Attainment Percentage multiplied by 53.8462% of the Base Compensation. The
"EBIT Attainment Percentage" shall be determined as follows:
<TABLE>
<CAPTION>
<S> <C>
THEN THE EBIT ATTAINMENT PERCENTAGE
IF THE EBIT (AS DEFINED BELOW) IS: SHALL BE:
less than the Minimum EBIT Target (as Zero percent (0%)
defined below) for the Company's
preceding fiscal year
equal to the Minimum EBIT Target for the Eighty percent (80%)
Company's preceding fiscal year
greater than the Minimum EBIT Target for The sum of (x) eighty percent (80%), plus
the Company's preceding fiscal year, but (y) the product of twenty percent (20%)
less than the Annual EBIT Target (as multiplied by a fraction, the numerator of
defined below) for the Company's which shall be the excess of (i) the EBIT
preceding fiscal year of the Company for the Company's
preceding fiscal year over (ii) the Minimum
EBIT Target for the Company's preceding
fiscal year, and the denominator of which
shall be the excess of the Annual EBIT
Target for the Company's preceding fiscal
year over the Minimum EBIT Target for
the Company's preceding fiscal year
equals the Annual EBIT Target for the One hundred percent (100%)
Company's preceding fiscal year
greater than the Annual EBIT Target for The sum of (x) one hundred percent
the Company's preceding fiscal year, but (100%) plus (y) the product of twenty
less than the Maximum EBIT Target (as percent (20%) multiplied by a fraction, the
defined below) for the Company's numerator of which shall be the excess of
preceding fiscal year (i) the EBIT of the Company for the
Company's preceding fiscal year over (ii)
the Annual EBIT Target for the
Company's preceding fiscal year, and the
denominator of which shall be the excess
of the Maximum EBIT Target for the
Company's preceding fiscal year over the
Annual EBIT Target for the Company's
preceding fiscal year
equal to or greater than the Maximum One hundred twenty percent (120%)
EBIT Target for the preceding year
</TABLE>
(ii) With respect to each fiscal year of the Company ending after January
31, 1998, on or before March 15 of each such year, the board of directors of
Page 3
<PAGE>
the Company (the "Board") shall determine the "Annual EBIT Target," the "Minimum
EBIT Target" and the "Maximum EBIT Target" for such fiscal year. Promptly after
such targets have been determined, the Company shall provide written notice
thereof to the Executive. The EBIT Targets determined by the Board are expected
to be reasonably achievable in the good faith judgment of the Board, it being
understood that the Maximum EBIT Targets determined by the Board shall generally
reflect a more aggressive, "stretch" budget, and the Minimum EBIT Targets
determined by the Board shall generally reflect an improvement over actual EBIT
for the prior fiscal year. The Board shall have the right, acting unilaterally
and in good faith, to adjust the Annual EBIT Target, the Minimum EBIT Target and
the Maximum EBIT Target upon the occurrence of any acquisition, disposition or
other significant event that occurs with respect to The Company after such
targets have been determined. For purposes of this Section 3.(b), "EBIT" shall
mean, for any period, the Company's consolidated earnings (excluding
extraordinary gains and losses and gains or losses from the sale of fixed assets
outside of the ordinary course of business) from continuing operations before
interest and taxes for such period, and EBIT is expected to be determined on the
same basis as the Annual EBIT Target, the Minimum EBIT Target and the Maximum
EBIT Target. Notwithstanding the foregoing, EBIT for any fiscal may be equitably
adjusted by the Board (solely for the purposes of Section 3.(b)(i)) to the
extent that the Company's business was not conducted in the ordinary course in
accordance with past practices.
(iii) The "Project Adjustment" shall be calculated by multiplying
21.5385% of the Base Compensation times a percentage, ranging from eighty
percent (80%) to one hundred twenty-five percent (125%), set by the Board to
reflect the extent to which the Board determines that the Executive
satisfactorily completed certain projects (the "Annual Projects") established by
the Board with respect to the Company's preceding fiscal year. The Company shall
establish Annual Projects for each fiscal year during the Term and shall provide
the Executive with a written notice of such Annual Projects, which shall
describe such Annual Projects in reasonable detail. The Annual Projects for each
of the Company's fiscal years ending after January 31, 1998 shall be established
on or before March 15 of such year. The Annual Projects for each such fiscal
year shall be developed by the Board in consultation with the Executive, and
shall, in the good faith judgment of the Board, be reasonably achievable. The
Executive acknowledges that the Annual Projects established by the Board may not
be measured by financial results or other quantifiable standards and may depend
on subjective judgments by the Board, and the Executive agrees that the
determination of the Board as to the extent to which such Annual Projects have
been satisfactorily completed shall be conclusive for all purposes, provided
that such determination shall be made in good faith.
(c) Vacations. The Executive shall be entitled to the number of paid
---------
vacation days in each calendar year determined in accordance with the vacation
policy of Samsonite GmbH as in effect immediately prior to the execution of this
Overall Agreement.
Page 4
<PAGE>
(d) Services Furnished. The Company shall cause one or more of the
-------------------
Subsidiaries to furnish the Executive with office space, secretarial assistance
and such other facilities and services as shall be suitable to the Executive's
position and adequate for the performance of his duties hereunder.
4. TERMINATION
-----------
(a) The Executive's engagement with any Subsidiary, may be terminated at the
initiative of either party to such engagement, subject to the local employment
or corporate legislation applicable to the position held by the Executive for
such Subsidiary.
(b) This Overall Agreement shall be terminated at the earlier of:
(i) the end of the Term, and
(ii) an earlier date coinciding with the termination of the Executive's
relationships with Samsonite GmbH, Samsonite Europe N.V., Samsonite
S.A., Samsonite Finanziaria S.r.l., and Samsonite SpA.
5. COMPENSATION UPON TERMINATION
-----------------------------
(a) When the Executive's engagement is terminated, the Company shall cause
the Subsidiaries to respect the rules under local employment or corporate
legislation to terminate the German Contract and to revoke the mandates.
(b) If the Executive's engagements pursuant to this Overall Agreement
terminate by reason of his death, the Company shall cause the Subsidiaries to
continue to make salary or compensation payments at the rate of the Base
Compensation then in effect in respect of the month of death and the three
calendar months immediately following the month of death.
(c) If the Executive's engagements are terminated by the Subsidiaries prior
to the expiration of the Term, then the Company shall cause:
(i) Samsonite GmbH to respect the termination rules set out in the
German Contract; and
(ii) the other Subsidiaries to take the necessary steps under local
corporate legislation to revoke the mandates of the Executive.
(d) The German Contract provides that upon termination of the German Contract
at the initiative of Samsonite GmbH for any reason other than either (1) a good
and valid cause under German law committed by the Executive, or (2) another
reason which is not one of the reasons set out in Article 12.4 of the German
Contract, the Executive will be entitled to an indemnity upon such termination
which amounts to the greater of:
Page 5
<PAGE>
(i) the amount of the indemnity provided for in this Overall Agreement
(the "Overall Indemnity"); and
(ii) an amount due to the Executive upon termination of the German
Contract which might be due under German local law.
(e) The Overall Indemnity referred to above and in Article 12.6.1(a) of the
German Contract shall be equal to the lesser of:
(i) the excess of ECU462,180 over the amount payable by Samsonite GmbH
under Article 13 of the German Contract (Note: ECU462,180 is the
equivalent of US$500,000 converted at the exchange rate of 0.92436 US$ per
ECU), and
(ii) the excess of the amount of the Executive's Base Compensation which
would have been paid to the Executive pursuant to this Overall Agreement
from the date of termination of the German Contract through the Expiration
Date, over the amount payable by Samsonite GmbH under Article 13 of the
German Contract.
(f) In the event that this Overall Agreement is continued in effect to the
end of the Term, and at or prior to the Expiration Date the Company has not
offered to extend this Overall Agreement upon the same or substantially similar
terms and conditions for an additional term of at least one year, the Company
shall cause the Samsonite GmbH to pay the Executive in a lump sum, within thirty
(30) days following the Expiration Date, an amount equal to the excess, if any,
of ECU231,090 over any amounts payable under the German Contract, including
without limitation, Articles 12 or 13 of the German Contract, or per German law
(Note: ECU231,090 is the equivalent of US$250,000 converted at the exchange rate
of 0.92436 US$ per ECU).
(g) Neither the Company nor any of the Subsidiaries shall have any further
obligations to the Executive, except as may be provided under the express terms
of this Overall Agreement or of any applicable pension or welfare plans, or in
accordance with the survivorship provisions of Section 12 of this Overall
Agreement.
(h) Coinciding with the termination or expiration of the Executive's
engagement under this Overall Agreement, the Executive shall voluntarily waive
any and all rights the Executive may then have to receive any payments from the
Company or any of the Subsidiaries, whether as indemnities in lieu of notice,
severance, or otherwise, except as expressly set forth in this Agreement. For
this purpose, the Executive hereby irrevocably authorizes any officer or
director of the Company to execute on behalf of the Executive any documentation
reasonably required by the Company to effect such voluntarily waiver.
Page 6
<PAGE>
6. LEGAL FEES; REIMBURSEMENT OF CERTAIN EXPENSES
---------------------------------------------
The Company shall promptly reimburse the Executive for the reasonable
legal fees and expenses incurred by the Executive in connection with enforcing
or defending any right of the Executive pursuant to this Overall Agreement;
provided that the Company shall have no obligation to reimburse the Executive
for any such fees and expenses unless the resolution of any action taken by the
Executive to enforce such right is in favor of the Executive. In addition, the
Company hereby agrees that the amount of any such legal fees and expenses
reimbursed to the Executive in connection with obtaining or enforcing any right
or benefit provided to the Executive by the Company pursuant to or in accordance
with this Overall Agreement shall not be taken into account by the Company in
determining the aggregate compensation paid or payable to the Executive under
this Overall Agreement.
7. INDEMNIFICATION
---------------
(a) Unless prohibited by applicable law, the Company shall indemnify, and
shall cause the Subsidiaries to indemnify, the Executive (and his legal
representatives) against all losses, claims, damages, liabilities, costs,
charges and expenses incurred or sustained by him or his legal representatives
in connection with any action, suit or proceeding to which he (or his legal
representatives) may be made a party by reason of his being or having been a
director, officer or employee of the Company or any of the Subsidiaries,
including payment of expenses in advance of the final disposition of the
proceeding.
(b) If any action, suit or proceeding is brought or threatened against the
Executive in respect of which indemnity may be sought against the Company or any
of the Subsidiaries pursuant to the foregoing, the Executive shall notify the
Company promptly in writing of the institution of such action, suit or
proceeding. Such action, suit or proceeding shall be defended by and be under
the exclusive control of the Company and its counsel; except that the Executive
shall have the right to designate separate counsel, acceptable to the Executive
in his sole discretion, and, to the extent of a conflict of interest with the
Company or any of the Subsidiaries, the right to direct, control and supervise
the Executive's defense of such action, suit or proceeding.
8. TAXES
-----
The Executive agrees that the Company and the Subsidiaries may deduct
from all amounts payable by any of them to the Executive all social security
contributions and withholding taxes required by law to be withheld with respect
to such payments.
9. CONFIDENTIALITY
---------------
Unless otherwise required by law or judicial process, the Executive
shall keep confidential all confidential information known to the Executive
concerning the Company
Page 7
<PAGE>
or any of the Subsidiaries, and their respective businesses, both during his
engagement hereunder and following the termination of the Executive's engagement
hereunder, until such information either (1) is publicly disclosed by the
Company or one of the Subsidiaries, or (2) otherwise becomes publicly disclosed
other than through the Executive's actions. The Executive shall provide notice
to the Company in advance of any disclosure required by law or judicial process
in a timely manner to permit the Company to oppose such compelled disclosure.
10. SUCCESSORS; BINDING AGREEMENT
-----------------------------
(a) This Overall Agreement shall be binding upon and inure to the benefit of
the Company, the Subsidiaries, and any successor of the Company, including,
without limitation, any corporation or corporations acquiring directly or
indirectly all or a substantial portion of the stock, business or assets of the
Company, whether by merger, restructuring, reorganization, consolidation,
division, sale or otherwise (and such successor shall thereafter be deemed the
"Company" for the purposes of this Overall Agreement).
(b) This Overall Agreement and all rights of the Executive hereunder shall
inure to the benefit of and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive should die while any amounts would be
still payable to him hereunder if he had continued to live, all such amounts,
unless otherwise provided hereunder, shall be paid in accordance with the terms
of this Overall Agreement to the Executive's devisee, legatee, or other
beneficiary or, if there be no such beneficiary, to the Executive's estate.
11. NOTICE
------
For purposes of this Overall Agreement, notices, demands and all other
communications provided for in the Overall Agreement shall be in writing and
shall be deemed to have been duly given (i) when hand delivered, (ii) when sent
if sent by overnight mail, overnight courier or facsimile transmission, or (iii)
when mailed by certified mail, return receipt requested, postage prepaid,
addressed as follows:
If to the Executive: If to the Company:
- -------------------- ------------------
Karlheinz Tretter General Counsel
Holderingstrasse 34 Samsonite Corporation
61462 Konigstein Im Taunus 11200 East Forty-Fifth Avenue
Germany Denver, Colorado 80239-3018
United States of America
or to such other address as any party may have furnished to the others in
writing in accordance herewith, except that notices of change of address shall
be effective only upon receipt.
Page 8
<PAGE>
12. SURVIVORSHIP
------------
The respective rights and obligations of the parties hereunder set forth
in Sections 5, 6, 7, 8, and 9 of this Overall Agreement shall survive any
termination of this Overall Agreement to the extent necessary for the intended
preservation of such rights and obligations.
13. REPRESENTATIONS AND WARRANTIES
------------------------------
The Company represents and warrants that it is fully authorized and
empowered to enter into this Overall Agreement, and this Overall Agreement is
valid, binding and enforceable against the Company in accordance with its terms,
except to the extent affected or limited by applicable bankruptcy laws or other
statutes governing the rights of creditors generally and any regulations or
interpretations thereof. The Executive represents and warrants that his
execution of this Overall Agreement and his performance of his duties and
responsibilities under this Overall Agreement shall not violate or result in a
breach of the terms of any agreement to which he is a party or by which he is
bound.
14. MISCELLANEOUS
-------------
(a) Entire Agreement. The parties hereto agree that this Overall Agreement,
----------------
together with the agreements entered between the Executive and any of the
Subsidiaries pursuant to this Overall Agreement, contains the entire
understanding and agreement between the Executive and either the Company or any
of the Subsidiaries with respect to the subject matter hereof, and except for
the Stock Option Agreement dated 2/20/98, supersedes all prior understandings
and agreements, including, without limitation, the Employment Agreement
effective as of June 25, 1990, between the Executive and Samsonite GmbH, and the
Employment Agreement with the Executive dated January 1, 1990. The provisions
of this Overall Agreement may not be modified, waived or discharged unless such
waiver, modification or discharge is agreed to in writing signed by the parties
hereto. No agreements or representations, oral or otherwise, express or
implied, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Overall Agreement.
(b) Waiver. No waiver by either party hereto at any time of any breach by
------
the other party hereto of any condition or provision of this Overall Agreement
to be performed by such other party shall be deemed a waiver of similar or
dissimilar provisions or conditions at the same or at any prior or subsequent
time.
(c) Choice of Law. The validity, interpretation, construction and
-------------
performance of this Overall Agreement shall be governed by the laws of the state
of New York, without giving effect to the conflict of laws principles thereof.
Page 9
<PAGE>
15. VALIDITY
--------
The invalidity or unenforceability of any provision or provisions of
this Overall Agreement shall not affect the validity or enforceability of any
other provision or provisions of this Overall Agreement, which shall remain in
full force and effect.
16. COUNTERPARTS
------------
This Overall Agreement may be executed in one or more counterparts, each
of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
IN WITNESS WHEREOF, the Company has caused its name to be subscribed to
this Overall Agreement by its duly authorized representative and the Executive
has executed this Overall Agreement as of the date and the year first above
written.
Samsonite Corporation
By: /s/ Luc Van Nevel /s/ Karlheinz Tretter
------------------ ---------------------
Name: Luc Van Nevel Karlheinz Tretter
Title: President
Page 10
<PAGE>
EXHIBIT 10.40
EMPLOYMENT AGREEMENT
--------------------
EMPLOYMENT AGREEMENT, (this "Agreement") effective as of February 1,
1998 (the "Effective Date"), by and between SAMSONITE CORPORATION, a Delaware
corporation (the "Company"), and RICHARD H. WILEY, a resident of Colorado (the
"Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to retain the services of the Executive
and to enter into this Agreement as of the Effective Date.
WHEREAS, the Executive is willing to serve the Company on the terms
and conditions herein provided.
NOW, THEREFORE, in consideration of the foregoing and of the
premises and covenants herein contained, the receipt and sufficiency of which
are hereby acknowledged, the parties hereto agree as follows:
1. EMPLOYMENT
----------
The Company agrees to employ the Executive and the Executive agrees to
serve the Company on the terms and conditions set forth herein.
2. TERM
----
This Agreement shall have a term (the "Term") beginning on the
Effective Date and expiring on January 31, 2002.
3. POSITION AND DUTIES
-------------------
(a) The Executive shall serve as a Senior Vice President of the
Company and shall perform such duties and services prescribed herein and as may
be prescribed from time to time by the Chief Executive Officer of the Company
(the "CEO") and/or the Board of Directors of the Company or any duly authorized
committee thereof (the "Board"). The Executive shall perform such duties to the
best of his ability and in a diligent and proper manner.
<PAGE>
(b) Except during customary vacation periods and periods of illness,
the Executive shall, during his employment hereunder, devote his full business
time and attention to the performance of services for the Company, and as
determined by the Board.
(c) Nothing in this Agreement shall affect the Executive's duty of
loyalty and duty of care to the Company and its subsidiaries as provided under
applicable state laws.
(d) At any time during the Term of this Agreement, if the Company has
a committee of senior executives to oversee the Company's operations, then the
Company shall cause the Executive to be a member of such committee.
4. COMPENSATION AND RELATED MATTERS
--------------------------------
(a) Salary. During the period of the Executive's employment
------
hereunder, the Company shall pay to the Executive a salary ("Base Salary") in
equal installments in accordance with normal payroll practices of the Company
but not less frequently than monthly. The Base Salary shall be payable at the
rate of $200,000 per annum from the Effective Date until February 1, 1999, and
$250,000 per annum thereafter until the end of the Term. The payments of Base
Salary hereunder shall not in any way limit or reduce any other obligation of
the Company hereunder, and no other compensation, benefit or payment hereunder
shall in any way limit or reduce the obligation of the Company to pay the
Executive's Base Salary hereunder. The Board, at any time and from time to time,
may increase (but not reduce) the Base Salary payable under this Agreement, and
increase in the Base Salary shall become effective at the time indicated by the
Board without the need for an amendment to this Agreement.
(b) Expenses. The Executive shall be entitled to receive prompt
--------
reimbursement from the Company of all reasonable expenses incurred by the
Executive in performing services hereunder, including all expenses of travel
and living expenses while away from home on business or at the request of and in
the service of the Company, in accordance with the policies and procedures
established by the Company from time to time. The Executive shall furnish the
Company with evidence that such expenses were
2
<PAGE>
incurred as the Company may from time to time reasonably request.
(c) Other Benefits. From and after the Effective Date, the Executive
--------------
shall be entitled to participate in all of the Company's employee pension plans,
welfare benefit plans, tax-deferred savings plans, or other benefit arrangements
(including any insurance or trust arrangements maintained generally for the
benefit of the Company's directors and officers) and in which the senior
executives of the Company who receive equity-based compensation are entitled
to participate (collectively, the "Company Plans"), on the same basis as other
senior executives of the Company who receive equity-based compensation, and
shall be provided, without limitation, with the use of a Company provided
automobile in accordance with the Company's current policy for executive
officers. Without limiting the generality of the foregoing, the Executive shall
be entitled to participate in any supplemental executive retirement plan or
excess benefit plan (a "SERP") that the Company may maintain from time to time
for the benefit of its senior executive officers on the same terms and
conditions as are applicable to other senior executive officers of the Company
who receive equity-based compensation, provided that the amount of compensation
with respect to which benefits are determined under such plan shall be limited
as determined by the Board. The Company and the Executive agree that nothing
in this Agreement shall preclude the Company from amending or terminating any
such employee benefit plan, policy or practice, whether now or hereinafter
in effect.
(d) Incentive Bonus. The Executive shall be eligible to receive an
---------------
annual incentive bonus (the "Incentive Bonus") in respect of each fiscal year
of the Company that ends during the Term, starting with the fiscal year ending
January 31, 1999. The Incentive Bonus in respect of each fiscal year that ends
during the Term (each, a "Reference Year") shall be calculated on the terms
hereafter set forth in this Section 4(d). The Incentive Bonus may, subject to
the conditions set forth below, equal up to 110% of $100,000, with respect to
the fiscal year ending January 31, 1999, and up to 110% of $125,000, with
respect to each other fiscal year ending during the Term. With respect to each
Reference Year, the Executive's Incentive Bonus shall consist of a Target
3
<PAGE>
Bonus and a Project Bonus (each as defined below), determined as follows:
(i) A portion of the Incentive Bonus (the "Target Bonus") in an
amount equal to one-half of the EBIT Attainment Percentage (as defined
below) multiplied by said $100,000 or $125,000, as the case may be, shall
be payable to the Executive with respect to each Reference Year, provided
that the Target Bonus shall not be paid with respect to any Reference Year
if the EBIT Attainment Percentage with respect to such Reference Year is
less than eighty percent (80%). The "EBIT Attainment Percentage" with
respect to any Reference Year shall mean the percentage that is established
as follows: if the EBIT (as defined below) of the Company with respect to
the Reference Year is
(A) less than the Minimum EBIT Target (as defined below) for such
Reference Year, then the EBIT Attainment Percentage shall equal zero
percent (0%);
(B) equal to the Minimum EBIT Target for such Reference Year, the
EBIT Attainment Percentage shall equal eighty percent (80%);
(C) greater than the Minimum EBIT Target but less than the Annual
EBIT Target (as defined below) for such Reference Year, the EBIT
Attainment Percentage shall equal the sum of (x) eighty percent (80%)
plus (y) the product of twenty percent (20%) multiplied by a
fraction, the numerator of which shall be the excess of (I) the EBIT
of the Company over (II) the Minimum EBIT Target for such Reference
Year and the denominator of which shall be the excess of the Annual
EBIT Target over the Minimum EBIT Target;
(D) equal to the Annual EBIT Target for such Reference Year, the
EBIT Attainment Percentage shall equal one hundred percent (100%);
(E) greater than the Annual EBIT Target but less than the Maximum
EBIT Target (as defined below) for such Reference Year, the EBIT
4
<PAGE>
Attainment Percentage shall equal the sum of (x) one hundred percent
(100%) plus (y) the product of twenty percent (20%) multiplied by a
fraction, the numerator of which shall be the excess of (I) the EBIT
of the Company over (II) the Annual EBIT Target for such Reference
Year and the denominator of which shall be the excess of the Maximum
EBIT Target over the Annual EBIT Target; or
(F) equal to or greater than the Maximum EBIT Target for such
Reference Year, the EBIT Attainment Percentage shall equal one hundred
twenty percent (120%).
(ii) With respect to each Reference Year ending after January 31,
1998, on or before March 15 of each such year, the Board, in consultation
with the CEO, shall determine the "Annual EBIT Target," the "Minimum EBIT
Target" and the "Maximum EBIT Target" for the Reference Year then current.
Promptly after such targets have been determined, the Company shall provide
written notice thereof to the Executive. The Annual EBIT Targets
determined by the Board shall be reasonably achievable in the good faith
judgment of the Board, it being understood that the Maximum EBIT Targets
determined by the Board shall generally reflect a more aggressive,
"stretch" budget, and the Minimum EBIT Targets determined by the Board
shall generally reflect an improvement over actual EBIT for the prior
Reference Year. The Board shall have the right, acting unilaterally and in
good faith, to adjust the Annual EBIT Target, the Minimum EBIT Target and
the Maximum EBIT Target upon the occurrence of any acquisition, disposition
or other significant event that occurs after such targets have been
determined. For purposes of this Section 4(d), "EBIT" shall mean, for any
period, the Company's consolidated earnings (excluding extraordinary
gains and losses and gains or losses from the sale of fixed assets outside
of the ordinary course of business) from continuing operations before
interest and taxes for such period, and EBIT shall be determined on the
same basis as the Annual EBIT Target, the Minimum EBIT Target and the
Maximum EBIT Target. Notwithstanding the foregoing, EBIT for any
5
<PAGE>
Reference Year shall be equitably adjusted by the Board (solely for the
purposes of Section 4(d)(i)) to the extent that the Company's business was
not conducted in the ordinary course in accordance with past practices.
(iii) A portion of the Incentive Bonus in a target amount equal to
forty percent (40%) of said $100,000 or $125,000, as the case may be, (the
"Project Bonus") shall be payable to the Executive to the extent that the
Board determines that the Executive has satisfactorily completed certain
projects (the "Annual Projects") established by the Board with respect to
the Reference Year in accordance with this subparagraph (iii), provided
that the Board may award a Project Bonus of between eighty percent (80%)
and one hundred twenty-five percent (125%) of the target amount based upon
its evaluation of the manner in which the Executive completes the Annual
Projects. The Company shall establish Annual Projects for each fiscal year
during the Term and shall provide the Executive with a written notice of
such Annual Projects, which shall describe such Annual Projects in
reasonable detail. The Annual Projects for each Reference Year ending
after January 31, 1998 shall be established on or before March 15 of such
year. The Annual Projects for each such fiscal year shall be developed
by the Board in consultation with the Executive, and shall, in the good
faith judgment of the Board, be reasonably achievable. The Executive
acknowledges that the Annual Projects established by the Board may not be
measured by financial results or other quantifiable standards and may
depend on subjective judgments by the Board, and the Executive agrees that
the determination of the Board as to the extent to which such Annual
Projects have been satisfactorily completed shall be conclusive for all
purposes, provided that such determination shall be made in good faith.
(iv) Each Incentive Bonus (including the Target Bonus and the Project
Bonus) shall be paid not more than 30 days after a determination by the
Board that the applicable performance goals have been met, and such
determination shall be made not later than 10 days following the filing of
a Form
6
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10-K for the Company, or if the Company is not required to file a Form
10-K, not later than 10 days following the date upon which the Company's
audited financial statements first become available.
(e) Vacations. The Executive shall be entitled to the number of paid
---------
vacation days in each calendar year determined in accordance with the Company's
vacation policy as in effect immediately prior to the execution of this
Agreement.
(f) Services Furnished. The Company shall furnish the Executive with
------------------
office space, secretarial assistance and such other facilities and services as
shall be suitable to the Executive's position and adequate for the performance
of his duties hereunder.
5. TERMINATION
-----------
The Executive's employment hereunder may be terminated under the
following circumstances:
(a) Death. The Executive's employment hereunder shall terminate upon
-----
his death.
(b) Disability. If the Board determines in good faith, based on
----------
medical evidence acceptable to it, that the Executive has become physically or
mentally disabled or incapacitated during his employment hereunder for a
continuous period of ninety (90) days to such an extent that he shall be unable
to perform his duties hereunder then, notwithstanding the provisions of Section
2, the Company may, after the expiration of said ninety (90) day period and
during the continuance of such disability or incapacity, give to the Executive
a Notice of Termination (as defined in Section 5(e) hereof) of the Executive's
employment hereunder and such employment shall terminate on the date provided in
Section 5(f) hereof.
(c) Termination by the Company. The Company may terminate the
--------------------------
Executive's employment hereunder at any time with or without Cause. For
purposes of this Agreement, the Company shall have "Cause" to terminate the
Executive's employment hereunder upon (A) the engaging by the Executive in
willful misconduct that is materially injurious to the Company, (B) the
embezzlement or misap-
7
<PAGE>
propriation of funds or property of the Company by the Executive or the
conviction of the Executive of a felony or the entrance of a plea of guilty by
the Executive to a felony or (C) the failure or refusal by the Executive to
devote his full business time and attention (as described in Section 3(b) of
this Agreement) to the performance of his duties and responsibilities hereunder
or any other breach by the Executive of this Agreement in any material respect
if such breach has not been cured by the Executive within thirty (30) days after
the Preliminary Notice (as defined below) has been given to the Executive. For
purposes of this paragraph, no act, or failure to act, on the Executive's part
shall be considered "willful" unless done, or omitted to be done, by him not in
good faith and without reasonable belief that his action or omission was in the
best interest of the Company. The Executive shall not be deemed to have been
terminated for Cause, unless the Company shall have given the Executive (i)
notice (the "Preliminary Notice") setting forth, in reasonable detail the facts
and circumstances claimed to provide a basis for termination for Cause, (ii) a
reasonable opportunity for the Executive, together with his counsel, to be heard
before the Board and (iii) a Notice of Termination stating that, in the good
faith judgement of the Board, the Executive was guilty of conduct set forth in
clauses (A), (B) or (C) above, and specifying the particulars thereof in
reasonable detail. Upon receipt of the Preliminary Notice, the Executive shall
have thirty (30) days in which to appear before the Board with counsel, or take
such other action as he may deem appropriate, and such thirty (30) day period is
hereby agreed to as a reasonable opportunity for the Executive to be heard.
(d) Termination by the Executive. The Executive may voluntarily
----------------------------
terminate his employment hereunder at any time with or without Good Reason. For
purposes of this Agreement, "Good Reason" shall mean, so long as the Executive
has not been guilty of the conduct set forth in clauses (A), (B) or (C) of
Section 5(c) hereof, (i) a failure by the Company to comply with any material
provision of this Agreement that has not been cured within thirty (30) days
after written notice of such noncompliance has been given by the Executive to
the Company or (ii) the assignment to the Executive by the Company of duties
inconsistent with the Executive's position, duties or responsibilities as in
effect immediately prior to the Effective Date, including, but not limited to,
any
8
<PAGE>
material reduction in such position, duties or responsibilities or material
change in his title or (iii) a relocation by the Company of the Executive's
office to a location outside a 30 mile radius of Denver, Colorado, which
relocation is made not as part of a relocation of the Company's executive
offices or (iv) the relocation by the Company of its executive offices to a
location outside a 30 mile radius of Denver, Colorado, which relocation is
part of a relocation of the Company's executive offices, in each case of clauses
(ii) through (iv) above, without the consent of the Executive. The Executive's
election to terminate under this Section 5(d) shall be made by giving Notice of
Termination not later than 60 days from, as applicable, the date that the
Company fails to cure under (i) above, the assignment of duties under (ii)
above, and the date that the Executive is advised of the proposed relocation
under (iii) or (iv) above. Notwithstanding the provisions of clause (ii) of the
first sentence of this Section 5(d), a change in title which represents a
promotion and the assignment of different or additional duties or
responsibilities in connection therewith shall not constitute "Good Reason."
(e) Notice of Termination. Any termination of the Executive's
---------------------
employment by the Company or by the Executive (other than termination pursuant
to Section 5(a) hereof) shall be communicated by written Notice of Termination
to the other party hereto. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice that shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances, if any, claimed to provide a basis for termination
of the Executive's employment under the provision so indicated.
(f) Date of Termination. Except to the extent otherwise herein
-------------------
provided, "Date of Termination" shall mean (i) if the Executive's employment is
terminated pursuant to Section 5(a), the date of his death, (ii) if the
Executive's employment is terminated pursuant to Section 5(b) or (c), the date
of or a later date specified in the Notice of Termination, (iii) if the
Executive's employment is terminated pursuant to Section 5(d), the date on which
the Notice of Termination is given and (iv) if this Agreement is continued in
effect to the end of the Term, the last day of the Term. Except as provided in
and subject to Section 6 hereof, the
9
<PAGE>
Company shall not have any obligation to Executive for salary continuation,
severance or termination pay upon termination of this Agreement.
6. COMPENSATION UPON TERMINATION
-----------------------------
(a) If the Executive's employment is terminated (i) by the Company
for Cause, (ii) by the Executive other than for Good Reason, or (iii) by reason
of the Executive's death or disability (pursuant to Section 5(b) hereof), then
the Company shall pay the Executive his full Base Salary through the Date of
Termination (to the extent not otherwise paid through the Date of Termination)
at the rate in effect immediately prior to the Date of Termination, provided
that if the Executive's employment hereunder terminates by reason of his death,
the Company shall continue to make salary payments at the rate of the Base
Salary then in effect in respect of the month of death and three calendar months
immediately following the month of death. In addition, notwithstanding any
provision to the contrary in this Agreement, the Executive shall continue to
participate in, and shall receive all accrued benefits to which the Executive is
entitled under, all of the Company Plans, through the Date of Termination,
provided that the Executive shall not be entitled to any portion of the
Incentive Bonus unless such bonus shall be payable pursuant to Section 4(d)
with respect to a Reference Year ending on or before the Date of Termination.
With respect to the Incentive Bonus, if the Date of Termination occurs after the
end of a Reference Year and prior to the determination of whether the
performance goals for such Reference Year were met, such Incentive Bonus shall
be payable, if it is determined that such goals were met, in accordance with the
provisions of Section 4(d) hereof.
(b) If the Executive's employment is terminated (i) by the Company
without Cause (other than for disability pursuant to Section 5(b) hereof), or
(ii) by the Executive for Good Reason, then the Company shall pay to the
Executive as severance pay in a lump sum, not later than the fifth day following
the Date of Termination, the following amounts, which shall not be discounted to
take into account present value:
10
<PAGE>
(I) to the extent not otherwise paid through the Date of Termination,
the Executive's full Base Salary through the Date of Termination at the
rate in effect at the time Notice of Termination is given;
(II) in lieu of any further salary and bonus or other incentive
compensation payments to the Executive for periods subsequent to the Date
of Termination, the lesser of:
(a) $375,000 ($250,000 in the event of termination by the Executive
pursuant to Section 5(d)(iv) hereof) and
(b) the amount of the Executive's Base Salary which would have been
paid to the Executive for services from the Date of Termination
through the expiration of this Agreement had this Agreement not
been Terminated.
In addition to the foregoing, if the Executive's employment is terminated
(i) by the Company without Cause (other than for disability pursuant to Section
5(b) hereof), or (ii) by the Executive for Good Reason, then until such time
that the Executive becomes eligible for coverage under a program maintained or
sponsored by a subsequent employer of the Executive (not including self-
employment), the Company shall, at the Company's expense, allow the Executive to
continue to participate, for the number of years (including partial years) then
remaining in the Term, to the same extent and upon the same terms as the
Executive participated in such plans immediately prior to the termination of his
employment, in the Company's medical reimbursement and other welfare benefit
plans in which the Executive was entitled to participate immediately prior to
the Date of Termination; provided that in the event of termination by Executive
pursuant to Section 5(d)(iv) hereof, the period of coverage hereunder shall not
exceed twelve (12) months from the Executive's termination of employment;
provided further that the Executive's continued participation in such plan shall
be continued pursuant to this sentence only to the extent permissible under the
general terms and provisions of such plans and applicable law.
11
<PAGE>
(c) In the event that this Agreement is continued in effect to the
end of the Term, the Company shall have no further obligations to the Executive,
except as may be provided under the express terms of this Agreement or of any
applicable pension or welfare plans or in accordance with the survivorship
provisions of Section 13 of this Agreement.
(d) Any amounts paid pursuant to the provisions of Section 6(b) above
shall be in lieu of any amounts payable to Executive pursuant to any severance
or termination pay program maintained by the Company, and the Executive hereby
expressly waives and relinquishes all rights under any such programs.
7. LEGAL FEES; REIMBURSEMENT OF CERTAIN EXPENSES
---------------------------------------------
The Company shall promptly reimburse the Executive for the reasonable
legal fees and expenses incurred by the Executive in connection with enforcing
or defending any right of the Executive pursuant to this Agreement; provided
that the Company shall have no obligation to reimburse the Executive for any
such fees and expenses unless the resolution of any action taken by the
Executive to enforce such right is in favor of the Executive. In addition, the
Company hereby agrees that the amount of any such legal fees and expenses
reimbursed to the Executive in connection with obtaining or enforcing any right
or benefit provided to the Executive by the Company pursuant to or in accordance
with this Agreement shall not be taken into account by the Company in
determining the aggregate compensation paid or payable to the Executive under
this Agreement.
8. INDEMNIFICATION
---------------
The Company shall indemnify the Executive (and his legal
representatives), unless expressly prohibited by applicable law, against all
losses, claims, damages, liabilities, costs, charges and expenses incurred or
sustained by him or his legal representatives in connection with any action,
suit or proceeding to which he (or his legal representatives) may be made a
party by reason of his being or having been a director, officer or employee of
the Company (including payment of expenses in advance of the final disposition
of the proceeding). The Company further agrees, upon demand by the Executive,
12
<PAGE>
promptly to reimburse the Executive for, or pay, any loss, claim, damage,
liability or expense, unless expressly prohibited by applicable law, to which
the Company has agreed to indemnify the Executive pursuant to Sections 7 and 8
hereof. If any action, suit or proceeding is brought or threatened against
the Executive in respect of which indemnity may be sought against the Company
pursuant to the foregoing, the Executive shall notify the Company promptly in
writing of the institution of such action, suit or proceeding. Such action,
suit or proceeding shall be defended by and be under the exclusive control of
the Company and its counsel; except that the Executive shall have the right to
designate separate counsel, acceptable to the Executive in his sole discretion,
and, to the extent of a conflict of interest with the Company, the right
to direct, control and supervise the Executive's defense of such action, suit or
proceeding.
9. TAXES
-----
The Company shall deduct from all amounts payable under this Agreement
all federal, state, local and other taxes required by law to be withheld with
respect to such payments.
10. CONFIDENTIALITY AND NONCOMPETITION
----------------------------------
(a) Unless otherwise required by law or judicial process, the
Executive shall keep confidential all confidential information known to the
Executive concerning the Company and its businesses during his employment with
the Company and for the shorter of three (3) years following the termination of
the Executive's employment with the Company or until such information is
publicly disclosed by the Company or otherwise becomes publicly disclosed other
than through the Executive's actions; provided, that the Executive shall provide
notice to the Company in advance of any disclosure required by law or judicial
process in a timely manner to permit the Company to oppose such compelled
disclosure.
(b) The Executive agrees that during his employment with the Company
and for a period of one (1) year thereafter (unless such employment is
terminated by the Company pursuant to Section 5(c) without Cause or by the
Executive pursuant to Section 5(d) with Good Reason,
13
<PAGE>
provided that the Company does not contest that such termination was for Good
Reason), he shall not, directly or indirectly, as a principal, officer,
director, employee or in any other capacity whatsoever, without the prior
written consent of the Company, engage in, or be or become interested or acquire
any ownership of any kind in, or become associated with, or make loans or
advance property to any person engaged in or about to engage in, any business
activity that is in substantial competition (in excess of 15% of net sales of
the business) with any of the businesses engaged in by the Company during the
Term in any of the geographic areas in which such businesses are then conducted
by the Company or have been conducted by the Company during the twelve months
preceding the termination of the Executive's employment. Nothing in this
Agreement shall prevent the Executive from making or holding any investment in
any amount in securities traded on any national securities exchange or traded in
the over the counter market, provided said investments do not exceed one percent
(1%) of the issued and outstanding stock of any one such corporation.
11. SUCCESSORS; BINDING AGREEMENT
-----------------------------
(a) This Agreement shall be binding upon and inure to the benefit of
the Company and any successor of the Company, including, without limitation, any
corporation or corporations acquiring directly or indirectly all or a
substantial portion of the stock, business or assets of the Company, whether by
merger, restructuring, reorganization, consolidation, division, sale or
otherwise (and such successor shall thereafter be deemed the "Company" for the
purposes of this Agreement).
(b) This Agreement and all rights of the Executive hereunder shall
inure to the benefit of and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive should die while any amounts would be
still payable to him hereunder if he had continued to live, all such amounts,
unless otherwise provided hereunder, shall be paid in accordance with the terms
of this Agreement to the Executive's devisee, legatee, or other beneficiary or,
if there be no such beneficiary, to the Executive's estate.
14
<PAGE>
12. NOTICE
------
For purposes of this Agreement, notices, demands and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given (i) when hand delivered, (ii) when sent if sent
by overnight mail, overnight courier or facsimile transmission or (iii) when
mailed by United States certified mail, return receipt requested, postage
prepaid, addressed as follows:
If to the Executive:
-------------------
Richard H. Wiley
3920 South Tamarac Court
Denver, Colorado 80237
If to the Company:
-----------------
Samsonite Corporation
11200 East Forty-Fifth Avenue
Denver, Colorado 80239-3018
Attention: Board of Directors
c/o Corporate Secretary
(with a copy to the attention of: General Counsel, at the same address) or to
such other address as any party may have furnished to the others in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.
13. SURVIVORSHIP
------------
The respective rights and obligations of the parties hereunder set
forth in Sections 6, 7, 8, 9 and 10 of this Agreement shall survive any
termination of this Agreement to the extent necessary to the intended
preservation of such rights and obligations.
14. REPRESENTATIONS AND WARRANTIES
------------------------------
The Company represents and warrants that (a) it is fully authorized
and empowered to enter into this Agreement and that its Board has approved the
terms of this Agreement, (b) the execution of this Agreement and the performance
of its obligations under this Agreement
15
<PAGE>
shall not violate or result in a breach of the terms of any material agreement
to which the Company is a party or by which it is bound, (c) no approval by any
governmental authority or body is required for it to enter into this Agreement,
and (d) the Agreement is valid, binding and enforceable against the Company in
accordance with its terms, except to the extent affected or limited by
applicable bankruptcy laws or other statutes governing the rights of creditors
generally and any regulations or interpretations thereof. The Executive
represents and warrants that his execution of this Agreement and his performance
of his duties and responsibilities under this Agreement shall not violate or
result in a breach of the terms of any material agreement to which he is a party
or by which he is bound.
15. MISCELLANEOUS
-------------
(a) Entire Agreement. The parties hereto agree that this Agreement,
----------------
together with:
(i) the Stock Option Agreement made as of the 28th day of March
1996,
(ii) the Nonqualified Stock Option Agreement dated effective as of
the 29th day of October, 1996 and
(iii) the Nonqualified Stock Option Agreement dated effective as of
the 1st day of February, 1997
contain the entire understanding and agreement between them, and supersedes all
prior understandings and agreements between the parties respecting the
employment by the Company of the Executive, and that the provisions of this
Agreement may not be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by the parties hereto.
No agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement.
(b) Waiver. No waiver by either party hereto at any time of any
------
breach by the other party hereto of, or compliance with, any condition or
provision of this
16
<PAGE>
Agreement to be performed by such other party shall be deemed a waiver of
similar or dissimilar provisions or conditions at the same or at any prior or
subsequent time.
(c) Choice of Law. The validity, interpretation, construction and
-------------
performance of this Agreement shall be governed by the laws of the State of New
York without giving effect to the conflict of laws principles thereof.
16. VALIDITY
--------
The invalidity or unenforceability of any provision or provisions of
this Agreement shall not affect the validity or enforceability of any other
provision or provisions of this Agreement, which shall remain in full force
and effect.
17. COUNTERPARTS
------------
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
17
<PAGE>
IN WITNESS WHEREOF, the Company has caused its name to be subscribed
to this Agreement by its duly authorized representative and the Executive has
executed this Agreement as of the date and the year first above written.
SAMSONITE CORPORATION
By:/s/ THOMAS R. SANDLER
---------------------
Name: Thomas R. Sandler
Title: Senior Vice President
/S/ RICHARD H. WILEY
--------------------
Richard H. Wiley
18
<PAGE>
EXHIBIT 10.41
EMPLOYMENT AGREEMENT
--------------------
EMPLOYMENT AGREEMENT, (this "Agreement") effective as of February 1,
1998 (the "Effective Date"), by and between SAMSONITE CORPORATION, a Delaware
corporation (the "Company"), and CARLO ZEZZA (the "Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to retain the services of the Executive
and to enter into this Agreement as of the Effective Date.
WHEREAS, the Executive is willing to serve the Company on the terms
and conditions herein provided.
NOW, THEREFORE, in consideration of the foregoing and of the premises
and covenants herein contained, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:
1. EMPLOYMENT
----------
The Company agrees to employ the Executive and the Executive agrees to
serve the Company on the terms and conditions set forth herein.
2. TERM
----
This Agreement shall have a term (the "Term") beginning on the
Effective Date and expiring on March 12, 2001.
3. POSITION AND DUTIES
-------------------
(a) The Executive shall serve as a Senior Vice President of the
Company and shall perform such duties and services prescribed herein and as may
be prescribed from time to time by the Chief Executive Officer of the Company
(the "CEO") and/or the Board of Directors of the Company or any duly authorized
committee thereof (the "Board"). The Executive shall perform such duties to the
best of his ability and in a diligent and proper manner.
<PAGE>
(b) Except during customary vacation periods and periods of illness,
the Executive shall, during his employment hereunder, devote his full business
time and attention to the performance of services for the Company, and as
determined by the Board.
(c) Nothing in this Agreement shall affect the Executive's duty of
loyalty and duty of care to the Company and its subsidiaries as provided under
applicable state laws.
(d) At any time during the Term of this Agreement, if the Company has
a committee of senior executives to oversee the Company's operations, then the
Company shall cause the Executive to be a member of such committee.
4. COMPENSATION AND RELATED MATTERS
--------------------------------
(a) Salary. During the period of the Executive's employment
------
hereunder, the Company shall pay to the Executive a salary ("Base Salary") in
equal installments in accordance with normal payroll practices of the Company
but not less frequently than monthly. The Base Salary shall be payable at the
rate of $250,000 per annum, starting as of the Effective Date. The payments of
Base Salary hereunder shall not in any way limit or reduce any other obligation
of the Company hereunder, and no other compensation, benefit or payment
hereunder shall in any way limit or reduce the obligation of the Company to pay
the Executive's Base Salary hereunder. The Board, at any time and from time to
time, may increase (but not reduce) the Base Salary payable under this
Agreement, and increase in the Base Salary shall become effective at the time
indicated by the Board without the need for an amendment to this Agreement.
(b) Expenses. The Executive shall be entitled to receive prompt
--------
reimbursement from the Company of all reasonable expenses incurred by the
Executive in performing services hereunder, including all expenses of travel
and living expenses while away from home on business or at the request of and in
the service of the Company, in accordance with the policies and procedures
established by the Company from time to time. The Executive shall furnish the
Company with evidence that such expenses were
2
<PAGE>
incurred as the Company may from time to time reasonably request.
(c) Other Benefits. From and after the Effective Date, the Executive
--------------
shall be entitled to participate in all of the Company's employee pension plans,
welfare benefit plans, tax-deferred savings plans, or other benefit arrangements
(including any insurance or trust arrangements maintained generally for the
benefit of the Company's directors and officers) and in which the senior
executives of the Company who receive equity-based compensation are entitled
to participate (collectively, the "Company Plans"), on the same basis as other
senior executives of the Company who receive equity-based compensation, and
shall be provided, without limitation, with the use of a Company provided
automobile in accordance with the Company's current policy for executive
officers. Without limiting the generality of the foregoing, the Executive shall
be entitled to participate in any supplemental executive retirement plan or
excess benefit plan (a "SERP") that the Company may maintain from time to time
for the benefit of its senior executive officers on the same terms and
conditions as are applicable to other senior executive officers of the Company
who receive equity-based compensation, provided that the amount of compensation
with respect to which benefits are determined under such plan shall be limited
as determined by the Board. The Company and the Executive agree that nothing
in this Agreement shall preclude the Company from amending or terminating any
such employee benefit plan, policy or practice, whether now or hereinafter
in effect.
(d) Incentive Bonus. The Executive shall be eligible to receive an
---------------
annual incentive bonus (the "Incentive Bonus") in respect of each fiscal year of
the Company that ends during the Term, starting with the fiscal year ending
January 31, 1999. The Incentive Bonus in respect of each fiscal year that ends
during the Term (each, a "Reference Year") shall be calculated on the terms
hereafter set forth in this Section 4(d). The Incentive Bonus may, subject to
the conditions set forth below, equal up to 110% of $100,000. With respect to
each Reference Year, the Executive's Incentive Bonus shall consist of a Target
Bonus and a Project Bonus (each as defined below), determined as follows:
3
<PAGE>
(i) A portion of the Incentive Bonus (the "Target Bonus") in an
amount equal to one-half of the EBIT Attainment Percentage (as defined
below) multiplied by said $100,000 shall be payable to the Executive with
respect to each Reference Year, provided that the Target Bonus shall not be
paid with respect to any Reference Year if the EBIT Attainment Percentage
with respect to such Reference Year is less than eighty percent (80%). The
"EBIT Attainment Percentage" with respect to any Reference Year shall mean
the percentage that is established as follows: if the EBIT (as defined
below) of the Company with respect to the Reference Year is
(A) less than the Minimum EBIT Target (as defined below) for such
Reference Year, then the EBIT Attainment Percentage shall equal zero
percent (0%);
(B) equal to the Minimum EBIT Target for such Reference Year, the
EBIT Attainment Percentage shall equal eighty percent (80%);
(C) greater than the Minimum EBIT Target but less than the Annual
EBIT Target (as defined below) for such Reference Year, the EBIT
Attainment Percentage shall equal the sum of (x) eighty percent (80%)
plus (y) the product of twenty percent (20%) multiplied by a fraction,
the numerator of which shall be the excess of (I) the EBIT of the
Company over (II) the Minimum EBIT Target for such Reference Year and
the denominator of which shall be the excess of the Annual EBIT Target
over the Minimum EBIT Target;
(D) equal to the Annual EBIT Target for such Reference Year, the
EBIT Attainment Percentage shall equal one hundred percent (100%);
(E) greater than the Annual EBIT Target but less than the Maximum
EBIT Target (as defined below) for such Reference Year, the EBIT
Attainment Percentage shall equal the sum of (x) one hundred percent
(100%) plus (y) the product of twenty percent (20%) multiplied by a
fraction, the numerator of which shall be the
4
<PAGE>
excess of (I) the EBIT of the Company over (II) the Annual EBIT Target
for such Reference Year and the denominator of which shall be the
excess of the Maximum EBIT Target over the Annual EBIT Target; or
(F) equal to or greater than the Maximum EBIT Target for such
Reference Year, the EBIT Attainment Percentage shall equal one hundred
twenty percent (120%).
(ii) With respect to each Reference Year ending after January 31,
1998, on or before March 15 of each such year, the Board, in consultation
with the CEO, shall determine the "Annual EBIT Target," the "Minimum EBIT
Target" and the "Maximum EBIT Target" for the Reference Year then current.
Promptly after such targets have been determined, the Company shall provide
written notice thereof to the Executive. The Annual EBIT Targets
determined by the Board shall be reasonably achievable in the good faith
judgment of the Board, it being understood that the Maximum EBIT Targets
determined by the Board shall generally reflect a more aggressive,
"stretch" budget, and the Minimum EBIT Targets determined by the Board
shall generally reflect an improvement over actual EBIT for the prior
Reference Year. The Board shall have the right, acting unilaterally and in
good faith, to adjust the Annual EBIT Target, the Minimum EBIT Target and
the Maximum EBIT Target upon the occurrence of any acquisition, disposition
or other significant event that occurs after such targets have been
determined. For purposes of this Section 4(d), "EBIT" shall mean, for any
period, the Company's consolidated earnings (excluding extraordinary
gains and losses and gains or losses from the sale of fixed assets outside
of the ordinary course of business) from continuing operations before
interest and taxes for such period, and EBIT shall be determined on the
same basis as the Annual EBIT Target, the Minimum EBIT Target and the
Maximum EBIT Target. Notwithstanding the foregoing, EBIT for any Reference
Year shall be equitably adjusted by the Board (solely for the purposes of
Section 4(d)(i)) to the extent that the Company's business was not
5
<PAGE>
conducted in the ordinary course in accordance with past practices.
(iii) A portion of the Incentive Bonus in a target amount equal to
forty percent (40%) of said $100,000 (the "Project Bonus") shall be payable
to the Executive to the extent that the Board determines that the Executive
has satisfactorily completed certain projects (the "Annual Projects")
established by the Board with respect to the Reference Year in accordance
with this subparagraph (iii), provided that the Board may award a Project
Bonus of between eighty percent (80%) and one hundred twenty-five percent
(125%) of the target amount based upon its evaluation of the manner in
which the Executive completes the Annual Projects. The Company shall
establish Annual Projects for each fiscal year during the Term and shall
provide the Executive with a written notice of such Annual Projects, which
shall describe such Annual Projects in reasonable detail. The Annual
Projects for each Reference Year ending after January 31, 1998 shall be
established on or before March 15 of such year. The Annual Projects for
each such fiscal year shall be developed by the Board in consultation with
the Executive, and shall, in the good faith judgment of the Board, be
reasonably achievable. The Executive acknowledges that the Annual Projects
established by the Board may not be measured by financial results or other
quantifiable standards and may depend on subjective judgments by the Board,
and the Executive agrees that the determination of the Board as to the
extent to which such Annual Projects have been satisfactorily completed
shall be conclusive for all purposes, provided that such determination
shall be made in good faith.
(iv) Each Incentive Bonus (including the Target Bonus and the Project
Bonus) shall be paid not more than 30 days after a determination by the
Board that the applicable performance goals have been met, and such
determination shall be made not later than 10 days following the filing of
a Form 10-K for the Company, or if the Company is not required to file a
Form 10-K, not later than 10 days following the date upon which the
Company's audited financial statements first become available.
6
<PAGE>
(e) Vacations. The Executive shall be entitled to the number of paid
---------
vacation days in each calendar year determined in accordance with the Company's
vacation policy as in effect immediately prior to the execution of this
Agreement.
(f) Services Furnished. The Company shall furnish the Executive with
------------------
office space, secretarial assistance and such other facilities and services as
shall be suitable to the Executive's position and adequate for the performance
of his duties hereunder .
5. TERMINATION
-----------
The Executive's employment hereunder may be terminated under the
following circumstances:
(a) Death. The Executive's employment hereunder shall terminate upon
-----
his death.
(b) Disability. If the Board determines in good faith, based on
----------
medical evidence acceptable to it, that the Executive has become physically or
mentally disabled or incapacitated during his employment hereunder for a
continuous period of ninety (90) days to such an extent that he shall be unable
to perform his duties hereunder then, notwithstanding the provisions of Section
2, the Company may, after the expiration of said ninety (90) day period and
during the continuance of such disability or incapacity, give to the Executive
a Notice of Termination (as defined in Section 5(e) hereof) of the Executive's
employment hereunder and such employment shall terminate on the date provided in
Section 5(f) hereof.
(c) Termination by the Company. The Company may terminate the
--------------------------
Executive's employment hereunder at any time with or without Cause. For purposes
of this Agreement, the Company shall have "Cause" to terminate the Executive's
employment hereunder upon (A) the engaging by the Executive in willful
misconduct that is materially injurious to the Company, (B) the embezzlement or
misappropriation of funds or property of the Company by the Executive or the
conviction of the Executive of a felony or the entrance of a plea of guilty by
the Executive to a felony or (C) the failure or refusal by the Executive to
devote his full business time and attention (as described<PAGE>
7
<PAGE>
in Section 3(b) of this Agreement) to the performance of his duties and
responsibilities hereunder or any other breach by the Executive of this
Agreement in any material respect if such breach has not been cured by the
Executive within thirty (30) days after the Preliminary Notice (as defined
below) has been given to the Executive. For purposes of this paragraph, no act,
or failure to act, on the Executive's part shall be considered "willful" unless
done, or omitted to be done, by him not in good faith and without reasonable
belief that his action or omission was in the best interest of the Company. The
Executive shall not be deemed to have been terminated for Cause, unless the
Company shall have given the Executive (i) notice (the "Preliminary Notice")
setting forth, in reasonable detail the facts and circumstances claimed to
provide a basis for termination for Cause, (ii) a reasonable opportunity for the
Executive, together with his counsel, to be heard before the Board and (iii) a
Notice of Termination stating that, in the good faith judgement of the Board,
the Executive was guilty of conduct set forth in clauses (A), (B) or (C) above,
and specifying the particulars thereof in reasonable detail. Upon receipt of the
Preliminary Notice, the Executive shall have thirty (30) days in which to appear
before the Board with counsel, or take such other action as he may deem
appropriate, and such thirty (30) day period is hereby agreed to as a reasonable
opportunity for the Executive to be heard.
(d) Termination by the Executive. The Executive may voluntarily
----------------------------
terminate his employment hereunder at any time with or without Good Reason. For
purposes of this Agreement, "Good Reason" shall mean, so long as the Executive
has not been guilty of the conduct set forth in clauses (A), (B) or (C) of
Section 5(c) hereof, (i) a failure by the Company to comply with any material
provision of this Agreement that has not been cured within thirty (30) days
after written notice of such noncompliance has been given by the Executive to
the Company or (ii) the assignment to the Executive by the Company of duties
inconsistent with the Executive's position, duties or responsibilities as in
effect immediately prior to the Effective Date, including, but not limited to,
any material reduction in such position, duties or responsibilities or material
change in his title or (iii) a relocation by the Company of the Executive's
office to a location outside both a 30 mile radius of Denver, Colorado and a 30
mile radius from Warren, Rhode Island,
8
<PAGE>
which relocation is made not as part of a relocation of the Company's executive
offices or (iv) the relocation by the Company of its executive offices to a
location outside a 30 mile radius of Denver, Colorado, which relocation is part
of a relocation of the Company's executive offices, in each case of clauses (ii)
through (iv) above, without the consent of the Executive. The Executive's
election to terminate under this Section 5(d) shall be made by giving Notice of
Termination not later than 60 days from, as applicable, the date that the
Company fails to cure under (i) above, the assignment of duties under (ii)
above, and the date that the Executive is advised of the proposed relocation
under (iii) or (iv) above. Notwithstanding the provisions of clause (ii) of the
first sentence of this Section 5(d), a change in title which represents a
promotion and the assignment of different or additional duties or
responsibilities in connection therewith shall not constitute "Good Reason."
(e) Notice of Termination. Any termination of the Executive's
---------------------
employment by the Company or by the Executive (other than termination pursuant
to Section 5(a) hereof) shall be communicated by written Notice of Termination
to the other party hereto. For purposes of this Agreement, a "Notice of
Termination" shall mean a notice that shall indicate the specific termination
provision in this Agreement relied upon and shall set forth in reasonable detail
the facts and circumstances, if any, claimed to provide a basis for termination
of the Executive's employment under the provision so indicated.
(f) Date of Termination. Except to the extent otherwise herein
-------------------
provided, "Date of Termination" shall mean (i) if the Executive's employment is
terminated pursuant to Section 5(a), the date of his death, (ii) if the
Executive's employment is terminated pursuant to Section 5(b) or (c), the date
of or a later date specified in the Notice of Termination, (iii) if the
Executive's employment is terminated pursuant to Section 5(d), the date on which
the Notice of Termination is given and (iv) if this Agreement is continued in
effect to the end of the Term, the last day of the Term. Except as provided in
and subject to Section 6 hereof, the Company shall not have any obligation to
Executive for salary continuation, severance or termination pay upon termination
of this Agreement.
9
<PAGE>
6. COMPENSATION UPON TERMINATION
-----------------------------
(a) If the Executive's employment is terminated (i) by the Company for
Cause, (ii) by the Executive other than for Good Reason, or (iii) by reason of
the Executive's death or disability (pursuant to Section 5(b) hereof), then the
Company shall pay the Executive his full Base Salary through the Date of
Termination (to the extent not otherwise paid through the Date of Termination)
at the rate in effect immediately prior to the Date of Termination, provided
that if the Executive's employment hereunder terminates by reason of his death,
the Company shall continue to make salary payments at the rate of the Base
Salary then in effect in respect of the month of death and three calendar months
immediately following the month of death. In addition, notwithstanding any
provision to the contrary in this Agreement, the Executive shall continue to
participate in, and shall receive all accrued benefits to which the Executive is
entitled under, all of the Company Plans, through the Date of Termination,
provided that the Executive shall not be entitled to any portion of the
Incentive Bonus unless such bonus shall be payable pursuant to Section 4(d) with
respect to a Reference Year ending on or before the Date of Termination. With
respect to the Incentive Bonus, if the Date of Termination occurs after the end
of a Reference Year and prior to the determination of whether the performance
goals for such Reference Year were met, such Incentive Bonus shall be payable,
if it is determined that such goals were met, in accordance with the provisions
of Section 4(d) hereof.
(b) If the Executive's employment is terminated (i) by the Company
without Cause (other than for disability pursuant to Section 5(b) hereof), or
(ii) by the Executive for Good Reason, then the Company shall pay to the
Executive as severance pay in a lump sum, not later than the fifth day following
the Date of Termination, the following amounts, which shall not be discounted to
take into account present value:
(I) to the extent not otherwise paid through the Date of Termination,
the Executive's full Base Salary through the Date of Termination at the
rate
10
<PAGE>
in effect at the time Notice of Termination is given;
(II) in lieu of any further salary and bonus or other incentive
compensation payments to the Executive for periods subsequent to the Date
of Termination, the lesser of:
(a) $350,000 ($250,000 in the event of termination by the Executive
pursuant to Section 5(d)(iv) hereof) and
(b) the amount of the Executive's Base Salary which would have been
paid to the Executive for services from the Date of Termination through the
expiration of this Agreement had this Agreement not been Terminated.
In addition to the foregoing, if the Executive's employment is terminated
(i) by the Company without Cause (other than for disability pursuant to Section
5(b) hereof), or (ii) by the Executive for Good Reason, then until such time
that the Executive becomes eligible for coverage under a program maintained or
sponsored by a subsequent employer of the Executive (not including self-
employment), the Company shall, at the Company's expense, allow the Executive to
continue to participate, for the number of years (including partial years) then
remaining in the Term, to the same extent and upon the same terms as the
Executive participated in such plans immediately prior to the termination of his
employment, in the Company's medical reimbursement and other welfare benefit
plans in which the Executive was entitled to participate immediately prior to
the Date of Termination; provided that in the event of termination by Executive
pursuant to Section 5(d)(iv) hereof, the period of coverage hereunder shall not
exceed twelve (12) months from the Executive's termination of employment;
provided further that the Executive's continued participation in such plan shall
be continued pursuant to this sentence only to the extent permissible under the
general terms and provisions of such plans and applicable law.
(c) In the event that this Agreement is continued in effect to the
end of the Term, the Company shall have no further obligations to the Executive,
except as may be provided under the express terms of this
11
<PAGE>
Agreement or of any applicable pension or welfare plans or in accordance with
the survivorship provisions of Section 13 of this Agreement.
(d) Any amounts paid pursuant to the provisions of Section 6(b) above
shall be in lieu of any amounts payable to Executive pursuant to any severance
or termination pay program maintained by the Company, and the Executive hereby
expressly waives and relinquishes all rights under any such programs.
7. LEGAL FEES; REIMBURSEMENT OF CERTAIN EXPENSES
---------------------------------------------
The Company shall promptly reimburse the Executive for the
reasonable legal fees and expenses incurred by the Executive in connection with
enforcing or defending any right of the Executive pursuant to this Agreement;
provided that the Company shall have no obligation to reimburse the Executive
for any such fees and expenses unless the resolution of any action taken by the
Executive to enforce such right is in favor of the Executive. In addition, the
Company hereby agrees that the amount of any such legal fees and expenses
reimbursed to the Executive in connection with obtaining or enforcing any right
or benefit provided to the Executive by the Company pursuant to or in accordance
with this Agreement shall not be taken into account by the Company in
determining the aggregate compensation paid or payable to the Executive under
this Agreement.
8. INDEMNIFICATION
---------------
The Company shall indemnify the Executive (and his legal
representatives), unless expressly prohibited by applicable law, against all
losses, claims, damages, liabilities, costs, charges and expenses incurred or
sustained by him or his legal representatives in connection with any action,
suit or proceeding to which he (or his legal representatives) may be made a
party by reason of his being or having been a director, officer or employee of
the Company (including payment of expenses in advance of the final disposition
of the proceeding). The Company further agrees, upon demand by the Executive,
promptly to reimburse the Executive for, or pay, any loss, claim, damage,
liability or expense, unless expressly prohibited by applicable law, to which
the Company has agreed to indemnify the Executive pursuant to
12
<PAGE>
Sections 7 and 8 hereof. If any action, suit or proceeding is brought or
threatened against the Executive in respect of which indemnity may be sought
against the Company pursuant to the foregoing, the Executive shall notify the
Company promptly in writing of the institution of such action, suit or
proceeding. Such action, suit or proceeding shall be defended by and be under
the exclusive control of the Company and its counsel; except that the Executive
shall have the right to designate separate counsel, acceptable to the Executive
in his sole discretion, and, to the extent of a conflict of interest with the
Company, the right to direct, control and supervise the Executive's defense of
such action, suit or proceeding.
9. TAXES
-----
The Company shall deduct from all amounts payable under this Agreement
all federal, state, local and other taxes required by law to be withheld with
respect to such payments.
10. CONFIDENTIALITY AND NONCOMPETITION
----------------------------------
(a) Unless otherwise required by law or judicial process, the
Executive shall keep confidential all confidential information known to the
Executive concerning the Company and its businesses during his employment with
the Company and for the shorter of three (3) years following the termination of
the Executive's employment with the Company or until such information is
publicly disclosed by the Company or otherwise becomes publicly disclosed other
than through the Executive's actions; provided, that the Executive shall provide
notice to the Company in advance of any disclosure required by law or judicial
process in a timely manner to permit the Company to oppose such compelled
disclosure.
(b) The Executive agrees that during his employment with the Company
and for a period of one (1) year thereafter (unless such employment is
terminated by the Company pursuant to Section 5(c) without Cause or by the
Executive pursuant to Section 5(d) with Good Reason, provided that the Company
does not contest that such termination was for Good Reason), he shall not,
directly or indirectly, as a principal, officer, director, employee or in any
other capacity whatsoever, without the prior
13
<PAGE>
written consent of the Company, engage in, or be or become interested or acquire
any ownership of any kind in, or become associated with, or make loans or
advance property to any person engaged in or about to engage in, any business
activity that is in substantial competition (in excess of 15% of net sales of
the business) with any of the businesses engaged in by the Company during the
Term in any of the geographic areas in which such businesses are then conducted
by the Company or have been conducted by the Company during the twelve months
preceding the termination of the Executive's employment; provided, however, this
Section 10(b) shall not prevent the Executive, subsequent to his retirement from
the Company upon the Executive's 65th birthday or such earlier date as shall
have been mutually agreed upon by the Company and the Executive, from being
engaged by any person in the luggage industry as a consultant so long as (i) the
provisions of Section 10(a) hereof are not breached and (ii) the Company shall
have given its prior written consent, such consent not to be unreasonably
withheld. Nothing in this Agreement shall prevent the Executive from making or
holding any investment in any amount in securities traded on any national
securities exchange or traded in the over the counter market, provided said
investments do not exceed one percent (1%) of the issued and outstanding stock
of any one such corporation.
11. SUCCESSORS; BINDING AGREEMENT
-----------------------------
(a) This Agreement shall be binding upon and inure to the benefit of
the Company and any successor of the Company, including, without limitation, any
corporation or corporations acquiring directly or indirectly all or a
substantial portion of the stock, business or assets of the Company, whether by
merger, restructuring, reorganization, consolidation, division, sale or
otherwise (and such successor shall thereafter be deemed the "Company" for the
purposes of this Agreement).
(b) This Agreement and all rights of the Executive hereunder shall
inure to the benefit of and be enforceable by the Executive's personal or legal
representatives, executors, administrators, successors, heirs, distributees,
devisees and legatees. If the Executive should die while any amounts would be
still payable to him hereunder if he had continued to live, all such
14
<PAGE>
amounts, unless otherwise provided hereunder, shall be paid in accordance with
the terms of this Agreement to the Executive's devisee, legatee, or other
beneficiary or, if there be no such beneficiary, to the Executive's estate.
12. NOTICE
------
For purposes of this Agreement, notices, demands and all other
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given (i) when hand delivered, (ii) when sent if sent
by overnight mail, overnight courier or facsimile transmission or (iii) when
mailed by United States certified mail, return receipt requested, postage
prepaid, addressed as follows:
If to the Executive:
-------------------
Carlo Zezza
1101 Forest Street
Boulder, Colorado 80302
If to the Company:
-----------------
Samsonite Corporation
11200 East Forty-Fifth Avenue
Denver, Colorado 80239-3018
Attention: Board of Directors
c/o Corporate Secretary
(with a copy to the attention of: General Counsel, at the same address) or to
such other address as any party may have furnished to the others in writing in
accordance herewith, except that notices of change of address shall be effective
only upon receipt.
13. SURVIVORSHIP
------------
The respective rights and obligations of the parties hereunder set
forth in Sections 6, 7, 8, 9 and 10 of this Agreement shall survive any
termination of this Agreement to the extent necessary to the intended
preservation of such rights and obligations.
14. REPRESENTATIONS AND WARRANTIES
------------------------------
15
<PAGE>
The Company represents and warrants that (a) it is fully authorized
and empowered to enter into this Agreement and that its Board has approved the
terms of this Agreement, (b) the execution of this Agreement and the performance
of its obligations under this Agreement shall not violate or result in a breach
of the terms of any material agreement to which the Company is a party or by
which it is bound, (c) no approval by any governmental authority or body is
required for it to enter into this Agreement, and (d) the Agreement is valid,
binding and enforceable against the Company in accordance with its terms, except
to the extent affected or limited by applicable bankruptcy laws or other
statutes governing the rights of creditors generally and any regulations or
interpretations thereof. The Executive represents and warrants that his
execution of this Agreement and his performance of his duties and
responsibilities under this Agreement shall not violate or result in a breach of
the terms of any material agreement to which he is a party or by which he is
bound.
15. MISCELLANEOUS
-------------
(a) Entire Agreement. The parties hereto agree that this Agreement,
----------------
together with:
(i) the Stock Option Agreement dated as of the 28th day of March,
1996 and
(ii) the Nonqualified Stock Option Agreement dated effective as of
the 29th day of October, 1996
contain the entire understanding and agreement between them, and supersedes all
prior understandings and agreements between the parties respecting the
employment by the Company of the Executive, and that the provisions of this
Agreement may not be modified, waived or discharged unless such waiver,
modification or discharge is agreed to in writing signed by the parties hereto.
No agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement.
(b) Waiver. No waiver by either party hereto at any time of any
------
breach by the other party hereto of,
16
<PAGE>
or compliance with, any condition or provision of this Agreement to be performed
by such other party shall be deemed a waiver of similar or dissimilar provisions
or conditions at the same or at any prior or subsequent time.
(c) Choice of Law. The validity, interpretation, construction and
-------------
performance of this Agreement shall be governed by the laws of the State of New
York without giving effect to the conflict of laws principles thereof.
16. VALIDITY
--------
The invalidity or unenforceability of any provision or provisions of
this Agreement shall not affect the validity or enforceability of any other
provision or provisions of this Agreement, which shall remain in full force
and effect.
17. COUNTERPARTS
------------
This Agreement may be executed in one or more counterparts, each of
which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.
17
<PAGE>
IN WITNESS WHEREOF, the Company has caused its name to be subscribed
to this Agreement by its duly authorized representative and the Executive has
executed this Agreement as of the date and the year first above written.
SAMSONITE CORPORATION
By:/s/ THOMAS R. SANDLER
---------------------
Name: Thomas R. Sandler
Title: Senior Vice President
/S/ CARLO ZEZZA
---------------
Carlo Zezza
18
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EXHIBIT 21
SUBSIDIARIES OF SAMSONITE CORPORATION (Delaware)
Samsonite Europe N.V. Belgium
Samsonite S.A. France
Samsonite Limited United Kingdom
Samsonite B.V. Netherlands
Samsonite Ges.m.b.H. Austria
Samsonite GmbH Germany
Samsonite Hungaria Borond KFT Hungary
Samsonite Finanziaria S.r.l. Italy
Samsonite SpA Italy
Samsonite Espana S.A. Spain
Samsonite AB (Aktiebolag) Sweden
Samsonite A/S Denmark
Samsonite AG Switzerland
Samsonite Slovakia S.r.o. Slovakia
Samsonite Sp. z o.o. Poland
Samsonite Finland Oy Finland
Samsonite Latinoamerica, S.A. de C.V. Mexico
Samsonite Mexico, S.A. de C.V. Mexico
Samsonite Comercio E Participacoes Ltda. Brazil
Samsonite Industrial E Comercial Ltda. Brazil
Samsonite Canada Inc. Canada
Samson S.A. de C.V. Mexico
Samsonite Mauritius Limited Mauritius
Samsonite India Limited India
Samsonite Singapore Pte Ltd Singapore
Samsonite Asia Limited Hong Kong
Samsonite Mercosur Limited Bahamas
Samsonite Brasil Ltda. Brazil
Samsonite Korea Limited Korea
Samsonite Hong Kong Limited Hong Kong
Samsonite Company Stores, Inc. Indiana
Samsonite Pacific Ltd. Colorado
Direct Marketing Ventures, Inc. Colorado
Legacy Luggage Inc. Colorado
Astrum R.E. Corp. Delaware
McGregor II, LLC Delaware
Hortex Incorporated Texas
McGregor China Corp. Delaware
Jody Apparel II, LLC Delaware
WMI II, LLC Delaware
<PAGE>
EXHIBIT 23
----------
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
THE BOARD OF DIRECTORS AND STOCKHOLDERS
SAMSONITE CORPORATION:
We consent to the incorporation by reference in the registration statements on
Form S-8 (Nos. 333-05467, 333-19281, 333-20775 and 333-28663) of Samsonite
Corporation 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.
KPMG PEAT MARWICK LLP
Denver, Colorado
April 27, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE YEAR ENDED JANUARY 31, 1998
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> JAN-31-1998
<PERIOD-START> FEB-01-1997
<PERIOD-END> JAN-31-1998
<CASH> 3,134
<SECURITIES> 0
<RECEIVABLES> 100,289
<ALLOWANCES> 8,766
<INVENTORY> 172,665
<CURRENT-ASSETS> 334,418
<PP&E> 206,568
<DEPRECIATION> (64,217)
<TOTAL-ASSETS> 610,049
<CURRENT-LIABILITIES> 147,206
<BONDS> 172,246
0
0
<COMMON> 204
<OTHER-SE> 208,682
<TOTAL-LIABILITY-AND-EQUITY> 610,049
<SALES> 736,875
<TOTAL-REVENUES> 736,875
<CGS> 424,349
<TOTAL-COSTS> 424,349
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 4,341
<INTEREST-EXPENSE> 19,918
<INCOME-PRETAX> 80,252
<INCOME-TAX> 23,088
<INCOME-CONTINUING> 56,877
<DISCONTINUED> 0
<EXTRAORDINARY> (16,178)
<CHANGES> 0
<NET-INCOME> 40,699
<EPS-PRIMARY> 2.01
<EPS-DILUTED> 1.93
</TABLE>
