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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------
SCHEDULE 13E-4
Issuer Tender Offer Statement
(Pursuant to Section 13(e)(1) of the Securities Exchange Act of 1934)
Amendment No. 1
SAMSONITE CORPORATION
(Name of Issuer)
SAMSONITE CORPORATION
(Name of Person(s) Filing Statement)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
79604V 10 5
(CUSIP Number of Class of Securities)
D. MICHAEL CLAYTON, ESQ.
Vice President and General Counsel
Samsonite Corporation
11200 East 45th Avenue
Denver, CO 80239-3018
(303) 373-6174
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications on Behalf of the Person(s) Filing Statement)
COPIES TO:
LOU R. KLING, ESQ.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, NY 10022
(212) 735-3000
May 20, 1998
(Date Tender Offer First Published, Sent or Given to Security Holders)
CALCULATION OF FILING FEE
- --------------------------------------------------------------------------------
Transaction Valuation*: Amount of Filing Fee:
$480,000,000.00 $96,000.00
- --------------------------------------------------------------------------------
* Calculated solely for purposes of determining the filing fee, based upon
the purchase of 12,000,000 shares at the tender offer price per share of
$40.00.
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the form
or schedule and the date of its filing.
Amount previous paid: $96,000.00 Filing party: Samsonite Corporation
Form or registration no.: Schedule 13E-4 Date filed: May 20, 1998
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This Amendment No. 1 to the Schedule 13E-4 relates to the offer by
Samsonite Corporation, a Delaware corporation (the "Company"), to purchase up to
12,000,000 shares (constituting approximately 59% of the shares presently
outstanding) of its Common Stock, $.01 par value per share (the "Common Stock"),
and the associated preferred stock purchase rights (the "Rights") (the Common
Stock and the Rights, on and after the date of their distribution, are herein
referred to as the "Shares"), for a purchase price of $40.00 per Share net to
the seller in cash upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated May 20, 1998, and in the related Letter of Transmittal,
copies of which were attached as Exhibits (a)(1) and (a)(2), respectively, to
the Schedule 13E-4 filed with the Securities and Exchange Commission on May 20,
1998 (the "Schedule 13E-4"). The purpose of this Amendment No.1 is to amend and
supplement Item 9 of the Schedule 13E-4 as described below.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
(a)(9) - Form of Letter to Participants in the Samsonite Employee Savings
Trust Plan and related Tender Instruction Form
(a)(10) - Form of Memorandum of Questions and Answers on Samsonite Employee
Savings Trust Tender Rights and Procedures.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
SAMSONITE CORPORATION
By: /s/ Richard H. Wiley
_______________________________
Name: Richard H. Wiley
Title: Chief Financial Officer
Dated: June 5, 1998
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EXHIBIT INDEX
EXHIBIT DESCRIPTION
- ------- -----------
(a)(9) - Form of Letter to Participants in the Samsonite Employee Savings Trust
Plan and related Tender Instruction Form
(a)(10) - Form of Memorandum of Questions and Answers on Samsonite Employee
Savings Trust Tender Rights and Procedures
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Exhibit (a)(9)
SAMSONITE CORPORATION
11200 EAST 45TH AVENUE
DENVER, COLORADO 80239
June 3, 1998
Offer to Purchase Common Stock of Samsonite Corporation
Dear Participant in Samsonite Employee Savings Trust:
You have previously received an Offer to Purchase dated May 20, 1998 (the
"Offer to Purchase") and related Letter of Transmittal (which together
constitute the "Offer") from Samsonite Corporation (the "Company") in
connection with its recently announced offer to purchase up to 12,000,000
shares of its common stock, par value $.01 per share (the "Common Stock"), and
the associated preferred stock purchase rights (the "Rights") (the Common
Stock and the Rights, on and after the date of their distribution, are herein
referred to as the "Shares") at $40.00 per Share, net to the seller in cash,
upon the terms and conditions set forth in the Offer.
Before the commencement of the Offer, you, as a participant in the Samsonite
Employee Savings Trust (the "401(k) Plan"), could have either held or sold in
the stock market any of the Shares which you had in your Samsonite Corporation
Common Stock fund in the 401(k) Plan according to its terms. The Offer gives
you a third alternative, but only for a short period of time. You may elect to
"tender" (offer to sell) some or all of the Shares (excluding fractional
Shares) which were allocated to your Samsonite Corporation Common Stock fund
in the 401(k) Plan as of 3:00 P.M., June 12, 1998 ("Fund Shares") by following
the procedures described in the materials enclosed with this letter. Since
your Fund Shares are held in the name of CG Trust Company (the "Trustee"),
only the Trustee can actually tender those Shares. However, it is your right,
under the terms of the 401(k) Plan, to direct the Trustee whether to tender
Fund Shares and, if so, how many Fund Shares to tender. PLEASE NOTE THAT,
ALTHOUGH THE DEADLINE FOR THE TRUSTEE TO TENDER YOUR FUND SHARES IS WEDNESDAY,
JUNE 17, 1998, YOU MUST SEND YOUR TENDER INSTRUCTION FORM TO THE TRUSTEE OF
THE 401(k) PLAN FOR RECEIPT BY 4:00 P.M., NEW YORK CITY TIME (2:00 P.M.,
DENVER TIME), FRIDAY, JUNE 12, 1998. You also may withdraw any tender you have
made under the Offer provided you do so prior to June 12, 1998. For example,
if you change your mind and want to sell your Shares in the stock market, you
must withdraw your tender before doing so.
THE PURCHASE PRICE ($40 PER SHARE) REPRESENTS A SUBSTANTIAL PREMIUM OVER THE
CLOSING SALE PRICE OF THE SHARES ($29 7/8 PER SHARE) AS REPORTED ON THE NASDAQ
NATIONAL MARKET SYSTEM ON MAY 14, 1998, THE DAY FOLLOWING ANNOUNCEMENT OF THE
RECAPITALIZATION PLAN AND THE OFFER. THE MARKET PRICE OF THE SHARES FOLLOWING
THE CONSUMMATION OF THE RECAPITALIZATION PLAN AND THE OFFER IS EXPECTED TO BE
SUBSTANTIALLY LOWER THAN THE PURCHASE PRICE AND THE MARKET PRICE OF THE SHARES
ON THE DATE HEREOF. ACCORDINGLY, YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU
TENDER ALL SHARES IN THE OFFER. You may tender some or all of your Fund Shares
which were allocated to your account as of 3:00 P.M., June 12, 1998 (excluding
fractional Shares). The number of Fund Shares you own may be determined by
calling the CIGNA Answerline at 1-800-253-2287. Remember that you will need
your PIN number to use the CIGNA Answerline. If you forgot your PIN number,
then call Kelly Ferguson at (303) 373-6438, who can help you reestablish your
PIN number.
If more Shares are tendered than the Company has offered to purchase, only a
pro rata portion of any Fund Shares tendered on your behalf may be purchased.
Before making a decision, you should carefully read this letter, including
the attached Tender Instruction Form and the enclosed Memorandum of Questions
and Answers on 401(k) Plan Rights and Procedures and the previously
distributed Offer to Purchase and related materials. IF YOU TAKE NO ACTION,
NONE OF YOUR FUND SHARES WILL BE TENDERED BY THE TRUSTEE UNLESS OTHERWISE
REQUIRED BY APPROPRIATE FIDUCIARY PRINCIPLES. ACCORDINGLY, IT IS VERY
IMPORTANT TO GIVE INSTRUCTIONS.
If you instruct the Trustee to tender all or some of your Fund Shares, the
cash that is paid for such Shares will be reinvested in the CIGNA Charter
Guaranteed Income Fund (the "Guaranteed Income Fund"), and you
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may direct that such amount be deposited in any other 401(k) Plan fund upon
notification to you that the proceeds have been received. PLEASE NOTE THAT TO
THE EXTENT SUCH CASH IS NOT REINVESTED IN THE SAMSONITE CORPORATION COMMON
STOCK FUND WITHIN 90 DAYS OF ITS DEPOSIT IN THE GUARANTEED INCOME FUND, YOU
MAY NOT QUALIFY FOR CERTAIN FAVORABLE TAX TREATMENT UPON SUBSEQUENT
DISTRIBUTIONS TO YOU FROM THE 401(k) PLAN. SEE "CERTAIN TAX INFORMATION" IN
THE ENCLOSED MEMORANDUM OF QUESTIONS AND ANSWERS.
Any distribution and purchases of Shares that may be requested during the
Offer period may be delayed until ten business days following the expiration
of the Offer.
If you elect to tender Fund Shares, the attached yellow Tender Instruction
Form must be received by the Trustee by 4:00 P.M., New York City time (2:00
P.M., Denver time), Friday, June 12, 1998. Please use the enclosed reply
envelope to return your Tender Instruction Form. If you do not wish to tender
your Fund Shares, you should give instructions to the Trustee NOT to tender
any of your Fund Shares.
If you have questions after reviewing the materials, please call: Innisfree
M&A Incorporated, the Information Agent for the Offer, at (888) 750-5834 for
questions on the terms and conditions of the Offer. If they are unable to
answer your questions regarding your 401(k) account, then please call Ms.
Kelly Ferguson at (303) 373-6438.
Sincerely,
Samsonite Corporation
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TENDER INSTRUCTION FORM FOR SHARES IN THE
SAMSONITE EMPLOYEE SAVINGS TRUST TO THE TRUSTEE OF THE
SAMSONITE EMPLOYEE SAVINGS TRUST
I am a participant in the Samsonite Employee Savings Trust (the "401(k)
Plan") who owns shares of common stock, par value $.01 per share (the "Common
Stock"), and the associated preferred stock purchase rights (the "Rights")
(the Common Stock and the Rights, on and after the date of their distribution,
are herein referred to as the "Shares") of Samsonite Corporation in the
Samsonite Corporation Common Stock fund ("Fund Shares") and I have received a
copy of the Offer to Purchase, dated May 20, 1998 (the "Offer to Purchase"),
relating to the offer by Samsonite Corporation, a Delaware corporation (the
"Company"), to purchase of up to 12,000,000 Shares (the "Offer") at a price of
$40.00 per Share, net to the seller in cash upon the terms and conditions of
the Offer.
I instruct the trustee of the 401(k) Plan (the "Trustee") as follows (check
one of the following boxes and fill in any missing information)*:
[_] Tender ALL (100%) of the Shares which are held in my Samsonite
Corporation Common Stock fund under the 401(k) Plan, upon the terms and
subject to the conditions set forth in the Offer.
[_] Tender only % of the Shares which are held in my Samsonite
Corporation Common Stock fund under the 401(k) Plan, upon the terms and
subject to the conditions set forth in the Offer.
[_] Tender only (number of Shares which are to be tendered) of the
Shares which are held in my Samsonite Corporation Common Stock fund
under the 401(k) Plan, upon the terms and subject to the conditions set
forth in the Offer.
[_] Tender NONE of my Shares.
I have read and understand the Offer to Purchase and I have agreed to be
bound by the terms of the Offer. I hereby direct the Trustee to tender these
Shares on my behalf and to hold and invest the proceeds from the sale of these
Shares on my behalf and to and invest the proceeds from the sale of these
Shares in the CIGNA Charter Guaranteed Income Fund. I understand that I may
transfer these proceeds to any 401(k) Plan fund once the proceeds have been
deposited to my account. I also understand and declare that if the tender of
my Fund Shares is accepted, the payment therefor will be full and adequate
compensation for these Fund Shares in my judgment, notwithstanding any
potential fluctuation in the price of the Shares between the last day I can
withdraw my tender and the date the Trustee sells the Shares.
NOTE: THIS TENDER INSTRUCTION FORM MUST BE COMPLETED AND SIGNED IF SHARES HELD
IN THE 401(K) PLAN ARE TO BE TENDERED. IF THE FORM IS NOT SIGNED, THE
FORM DIRECTIONS INDICATED WILL NOT BE ACCEPTED. PLEASE RETURN THE
TENDER INSTRUCTION FORM TO CG TRUST COMPANY, C/O MR. ROBERT W. STEELE,
H20A, 280 TRUMBULL STREET, HARTFORD, CT 06103, USING THE PREADDRESSED
REPLY ENVELOPE PROVIDED WITH YOUR TENDER MATERIALS. YOUR INSTRUCTION
FORM MUST BE RECEIVED BY 4:00 P.M., NEW YORK CITY TIME (2:00 P.M.,
DENVER TIME), ON FRIDAY, JUNE 12, 1998.
THE METHOD OF DELIVERY OF THIS DOCUMENT IS AT THE ELECTION AND RISK OF THE
TENDERING STOCKHOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. IN ALL CASES, SUFFICIENT
TIME SHOULD BE ALLOWED TO ASSURE DELIVERY.
Dated: , 1998
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Signature(s)
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Print Name(s)
---------------------------------------
Address(es)
---------------------------------------
Area Code and Telephone Number
---------------------------------------
Tax ID or Social Security Number
- --------
* Unless otherwise indicated, it will be assumed that all Shares held by the
Trustee for your account are to be tendered.
<PAGE>
Exhibit (a)(10)
MEMORANDUM OF QUESTIONS AND ANSWERS ON SAMSONITE EMPLOYEE SAVINGS TRUST TENDER
RIGHTS AND PROCEDURES
A.DESCRIPTION OF THE OFFER
1. What is the Offer? On May 20, 1998, Samsonite Corporation (the
"Company") offered to purchase (the "Offer") up to 12,000,000 shares of its
common stock, par value $.01 per share (the "Common Stock"), and the
associated preferred stock purchase rights (the "Rights") (the Common Stock
and the Rights, on and after the date of their distribution, are herein
referred to as the "Shares") at $40.00 per Share, net to the seller in cash,
upon the terms and conditions set forth in the Offer to Purchase previously
distributed to you. The Offer will be open from May 20, 1998 until it expires
at 5:00 P.M., New York City time, Wednesday, June 17, 1998, unless it is
extended by the Company. The Company's offer to purchase Shares extends to
Shares which are allocated to the Samsonite Corporation Common Stock fund
("Fund Shares") as of June 12, 1998 under the Samsonite Employee Savings Trust
(the "401(k) Plan"). Participants who hold Fund Shares may provide for the
tender of their Fund Shares for purchase pursuant to the Offer by so
indicating on the enclosed Tender Instruction Form and returning it to the
Trustee as directed by 4:00 P.M., New York City time (2:00 P.M., Denver time),
Friday, June 12, 1998.
If the number of Shares tendered exceeds 12,000,000, all Shares tendered
will be accepted on a pro rata basis. "Pro rata" simply means that the Company
will purchase an equal proportion of the Shares tendered to the Company. For
example, if the number of Shares tendered was twice the number of Shares that
the Company has offered to purchase, the Company will purchase one-half of the
Shares tendered by each tendering stockholder.
Fund Shares held in your 401(k) Plan account that are not purchased in the
Offer will remain in the Samsonite Corporation Common Stock fund subject to
normal 401(k) Plan rules.
The Offer is fully described in the Offer to Purchase previously provided to
you. PLEASE READ IT CAREFULLY.
2. What are my rights under the Offer? The records of the 401(k) Plan
indicate that Shares are allocated to you in the Samsonite Corporation Common
Stock fund under the 401(k) Plan. You may tender some or all of these Shares.
Because all of these Shares are held in trust for your benefit, they are
registered in the name of CG Trust Company (the "Trustee"). So, the Trustee
will actually tender Fund Shares in accordance with your instructions.
YOU MUST INSTRUCT THE TRUSTEE IF AND, IF SO, TO WHAT EXTENT, YOU WANT TO
TENDER ANY OF YOUR FUND SHARES. THE TRUSTEE WILL TENDER FUND SHARES ONLY IF
DIRECTED. IF YOU DO NOT RESPOND, YOUR FUND SHARES WILL REMAIN IN THE
SAMSONITE CORPORATION COMMON STOCK FUND. IF YOU TAKE NO ACTION, NONE OF YOUR
FUND SHARES WILL BE TENDERED BY THE TRUSTEE UNLESS OTHERWISE REQUIRED BY
APPROPRIATE FIDUCIARY PRINCIPLES. ACCORDINGLY, IT IS IMPORTANT TO GIVE
INSTRUCTIONS.
3. If I decide to instruct the Trustee to have my Fund Shares tendered, will
I receive the proceeds? No. All proceeds from any Fund Shares that are
tendered (although you may subsequently change the form of investment; see
below) will be automatically invested by the Trustee in the CIGNA Charter
Guaranteed Income Fund (the "Guaranteed Income Fund"). The proceeds will be
part of your individual account and may not be distributed except in
accordance with the applicable terms of the 401(k) Plan.
4. Which documents did I receive in the tender materials and what is their
purpose? You previously received the following materials:
-- Letter from the Luc Van Nevel.
-- Press Release announcing the Offer.
-- Offer to Purchase dated May 20, 1998. This document (white, bound
document) describes the Offer.
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-- Letter of Transmittal. The document (blue) is part of the "Offer"
and therefore was provided to you. However, it does not apply to, or
provide instructions for, tendering Fund Shares. Do NOT use it to
tender Fund Shares. However, if you hold Shares outside of the 401(k)
Plan, please refer to this Letter of Transmittal for instructions on
how to tender those Shares.
You received the following materials in this mailing:
-- Tender Instruction Form. (yellow form) YOU MUST COMPLETE, SIGN AND
MAIL THIS DOCUMENT TO THE TRUSTEE IN THE ENCLOSED ENVELOPE IF YOU
WISH THE TRUSTEE TO BE DIRECTED TO TENDER YOUR FUND SHARES. A LABEL
WITH YOUR NAME AND SOCIAL SECURITY NUMBER IS ATTACHED TO THIS
DOCUMENT. USE THIS DOCUMENT IF YOU WISH TO DIRECT A TENDER OF YOUR
FUND SHARES.
-- Reply envelope. A pre-addressed envelope for your reply.
WE URGE YOU TO READ ALL OF THESE MATERIALS CAREFULLY.
5. How do I direct the Trustee? The only way that you can tender your Fund
Shares is by completing the Tender Instruction Form (yellow) as described, and
signing and returning it to the Trustee, which will process your instructions.
The address of the Trustee is on the return envelope which you may use to
return the Tender Instruction Form.
THE TENDER INSTRUCTION FORM MUST BE RECEIVED BY THE TRUSTEE BEFORE 4:00
P.M., NEW YORK CITY TIME (2:00 P.M., DENVER TIME), ON FRIDAY, JUNE 12, 1998.
YOU MUST SIGN AND COMPLETE THE FORM FOR YOUR DIRECTION TO BE VALID.
6. How do I complete the Tender Instruction Form? To complete the Tender
instruction Form you will need to do following:
Instructions. Read carefully and follow exactly the instructions in the
Tender Instruction Form.
Shares. Designate on the Tender Instruction Form the number of Fund Shares
(excluding fractional Shares) you wish to be tendered.
Signature. You must sign Tender Instruction Form to complete your
instruction. Unless you sign the Tender Instruction Form, your direction
cannot be honored and the Tender Instruction Form will be void.
Please be precise in providing your instruction and please act PROMPTLY.
7. How do I send instructions to the Trustee? Please return your Tender
Instruction Form PROMPTLY, recognizing the slow delivery time inherent in the
U.S. mail today. You may mail your Tender Instruction Form to the Trustee in
the pre-addressed reply envelope that has been provided for your reply or send
it by an alternative faster means (such as overnight courier). You may fax
your instructions to fax number: (860) 534-2910. PLEASE DO NOT DELIVER YOUR
INSTRUCTIONS TO THE COMPANY'S HUMAN RESOURCES DEPARTMENT OR THE COMPANY'S
BENEFITS ADMINISTRATOR.
8. How many Fund Shares may I tender and how do I learn that number? You may
learn the number of Fund Shares that you hold under the 401(k) Plan by calling
the CIGNA Answerline at 1-800-253-2287. Remember that you will need your PIN
number to use the CIGNA Answerline. If you forgot your PIN number, then call
Kelly Ferguson at (303) 373-6438, who can help you reestablish your PIN
number. You may tender all or any number of your Fund Shares (excluding
fractional Shares, if any).
9. What if I own Shares in my 401(k) Plan account and Shares outside of the
401(k) Plan? If you own Fund Shares and also own Shares outside the 401(k)
Plan you would need to complete (i) the Tender Instruction Form to tender your
Fund Shares and (ii) the Letter of Transmittal to tender Shares held outside
of the 401(k) Plan. You should be careful to follow the directions that apply
to each kind of Shares.
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10. If I tendered Fund Shares and then change my mind, can I withdraw the
Fund Shares that I tendered? Yes, but only if you perform the following steps:
-- You must send a signed notice of withdrawal to the Trustee at CG
Trust Company, c/o Mr. Robert W. Steele, H20A, 280 Trumbull Street,
Hartford, CT 06103.
-- The notice of withdrawal must be in writing. You may fax your notice
of withdrawal to the Trustee at fax number : (860) 534-2910.
-- The notice of withdrawal must state your name, social security
number, the number of Fund Shares that you wish to withdraw from the
Offer and that you are withdrawing Fund Shares that you instructed
the Trustee to have tendered on your behalf.
-- The notice of withdrawal must be received by the Trustee before 4:00
P.M., New York City time (2:00 P.M., Denver time), on Friday, June
12, 1998.
11. Can I retender my Fund Shares? Yes. If you wish to retender your Fund
Shares you must complete another Tender Instruction Form and return it to the
Trustee for receipt by Friday, June 12, 1998. You may obtain another Tender
Instruction Form by faxing your request to D. Michael Clayton, Esq., General
Counsel to the Company, at (303) 373-6288.
B. RESULTS OF THE TENDER: SHARES SOLD AND PRICE RECEIVED
12. How will I know if my Fund Shares have been purchased? After expiration
of the Offer, all tender directions will be tabulated, which may take up to
ten business days. Soon thereafter you will be sent a statement of the number
of your Fund Shares which were accepted.
13. What happens if I request a distribution, withdrawal or reallocation
during the tender offer period? Distributions, withdrawals and reallocations
from the 401(k) Plan may be delayed until after the conclusion of the Offer.
Authorized distributions, withdrawals and reallocations received before or
during the period will be processed as soon as reasonably feasible.
14. When may I request a change in my investment elections? You may change
your investment election for future contributions or reallocate your existing
account balances on a daily basis under the 401(k) Plan's normal rules.
15. Will I be taxed on the proceeds received in 1998 from the Company stock
that is tendered under the 401(k) Plan? No. Because tender proceeds received
from Fund Shares will be received by and held in the 401(k) Plan, they will
not be subject to current income taxes. However, please see the Section
entitled "Certain Tax Information" below as to certain other tax consequences
to you of any tender of your Fund Shares.
C. REINVESTMENT OF TENDER OFFER PROCEEDS
16. How will the 401(k) Plan invest the proceeds received from the Fund
Shares that are tendered? Proceeds received from the Offer will be initially
reinvested by the Trustee in the Guaranteed Income Fund. Once the money has
been deposited to your account you may transfer it to any 401(k) Plan fund. A
notification will be mailed to your address of record once the proceeds have
been deposited.
D. CERTAIN TAX INFORMATION
Participants in the 401(k) Plan should be aware that the reinvestment of the
cash proceeds received in the Offer may, in certain circumstances, result in
adverse tax consequences to those participants who, as part of the ultimate
distributions of their accounts, would receive Shares.
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<PAGE>
Special tax rules apply to certain distributions from the 401(k) Plan that
consist, in whole or in part, of Shares. Generally, taxation of net unrealized
appreciation ("NUA"), i.e., the amount by which the value of such Shares at
the time of distribution exceeds the cost or other basis of such Shares (which
will vary depending on whether the distribution qualifies for lump sum
treatment), will be deferred until the Shares are sold following distribution.
Moreover, if prior to a distribution, Shares are disposed of, as would be the
case in the Offer, and the proceeds of such disposition are reinvested within
90 days thereafter in the Samsonite Corporation Common Stock fund, the cost or
other basis of such newly acquired Shares for NUA purposes will be the cost or
other basis of the tendered Shares.
Accordingly, if the cash proceeds received upon the tender of Shares is not
within 90 days reinvested in the Samsonite Corporation Common Stock fund under
the 401(k) Plan, the opportunity to retain for NUA purposes the cost or other
basis of the Shares tendered, and the tax-deferral treatment of the NUA
calculated in reference to such basis, will be lost.
The foregoing is only a brief summary of complicated provisions of the
Internal Revenue Code. You are strongly urged to consult with your tax advisor
as to the issues described above.
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