<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A-1
[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 _____
-----
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
PART III Page
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Item 10. Directors and Executive Officers of the Registrant................ 4
Item 11. Executive Compensation............................................ 7
Item 12. Security Ownership of Certain Beneficial Owners and Management.... 14
Item 13. Certain Relationships and Related Transactions.................... 16
PART IV
Item 14. Exhibits, Financial Statement Schedule, and Reports on Form 8-K... 17
Signature................................................................... 18
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EXPLANATORY NOTE
Samsonite Corporation (the "Company") is filing this Form 10-K/A-1 in order to
amend its Annual Report on Form 10-K for the fiscal year ended January 31, 1998
(which was filed on April 30, 1998) (the "1998 Form 10-K") to (i) add the Part
III disclosures which were not included in the 1998 Form 10-K, as filed, and
(ii) to amend Part IV, Item 14, Exhibits, Financial Statements, and Reports on
Form 8-K, to add certain additional Reports on Form 8-K.
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PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
The Company's directors and executive officers and their ages as of May 1,
1998 are as follows:
<TABLE>
<CAPTION>
NAME AGE POSITION
---- --- --------
<S> <C> <C>
Luc Van Nevel 51 President, Chief Executive Officer and Director
Thomas R. Sandler 51 President, Samsonite - the Americas
Karlheinz Tretter 55 President, Samsonite Europe and Asia
Richard H. Wiley 41 Senior Vice President, Chief Financial Officer and Treasurer
D. Michael Clayton 49 Vice President - Legal and General Counsel
Carlo Zezza 62 Senior Vice President
R. Theodore Ammon 48 Director
Bernard Attal 34 Director
Leon D. Black 46 Director
Robert H. Falk 59 Director
Richard R. Nicolosi 50 Director
Mark H. Rachesky 39 Director
Robert L. Rosen 51 Director
Marc J. Rowan 35 Director
Stephen J. Solarz 57 Director
</TABLE>
Luc Van Nevel. Mr. Van Nevel was appointed Chief Executive Officer of the
Company effective May 15, 1998, President and Chief Operating Officer effective
February 1, 1998, and was appointed as a Class III Director in May 1998 to fill
a vacancy on the Board of Directors. Prior to that, Mr. Van Nevel held the
positions of Chief Operating Officer since September 15, 1997; President,
Samsonite International since 1994; and President of Samsonite Europe since
1989. Since 1984, he has held the additional position of Managing Director of
Samsonite Europe N.V. He joined Samsonite Europe N.V. in 1975 as Manager,
Financial Planning and progressed to the position of Controller before being
promoted to President of Samsonite Europe in 1989. Mr. Van Nevel worked in
audit positions with Touche Ross & Co. in Europe for five years before joining
Samsonite.
Thomas R. Sandler. Mr. Sandler was appointed President of the Americas
division of Samsonite effective March 1998. Prior to that Mr. Sandler was the
Chief Financial Officer and Treasurer of Samsonite since May 1, 1995. Mr.
Sandler also serves as the Secretary. Prior to joining Samsonite, Mr. Sandler
was the managing partner of the Denver office of BDO Seidman, an international
public accounting firm, since July 1, 1994. Prior to joining BDO Seidman, Mr.
Sandler was an audit and consulting partner in the international public
accounting firm of KPMG Peat Marwick LLP, specializing in corporate
restructurings.
Karlheinz Tretter. Mr. Tretter was appointed President of Samsonite Europe on
September 15, 1997 and additionally as President of Samsonite Asia on February
15, 1998. Prior to that Mr. Tretter was Vice President and Managing Director of
Samsonite Europe since May 1994. From 1990 until 1994, Mr. Tretter has served
as Vice President of Marketing and/or Sales for Samsonite Europe.
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D. Michael Clayton. Mr. Clayton has been General Counsel of Samsonite since
1985 and Vice President - Legal since 1989. Mr. Clayton joined Samsonite in
1974.
Richard H. Wiley. Mr. Wiley has been Chief Financial Officer and Treasurer of
Samsonite since March 1998. Prior to that Mr. Wiley was Chief Financial Officer
of the Americas division of Samsonite and Assistant Treasurer since May 15,
1995. Prior to joining Samsonite, Mr. Wiley was an audit and consulting senior
manager with BDO Seidman, an international public accounting firm, since July
1994. Prior to that, Mr. Wiley was with KPMG Peat Marwick LLP since 1982,
working in the audit and consulting areas.
Carlo Zezza. Mr. Zezza has been Senior Vice President of Samsonite since
1990, with responsibility for new products and licensing. Mr. Zezza joined the
Company in 1971 from the J Walter Thompson advertising agency, where he was Vice
President serving Samsonite and other accounts. From 1976 to 1983, Mr. Zezza
was President, Samsonite Europe, and in 1984 was responsible for Samsonite USA
marketing and operations. From 1985 to 1990, Mr. Zezza was President, Delsey
USA, a competitor luggage business in the United States.
R. Theodore Ammon. Mr. Ammon has been Chairman of the Board of Big Flower
Holdings, Inc. since 1993. Mr. Ammon was a General Partner of Kohlberg Kravis
Roberts & Co. (a New York and San Francisco-based investment firm) from 1990 to
1992, and an executive of such firm prior to 1990. Mr. Ammon is also a member
of the Board of Directors of Host Marriott Corporation and Culligan Water
Technologies, Inc. In addition, Mr. Ammon serves on the Board of Directors of
the New York YMCA, Jazz at Lincoln Center, the Institute of International
Education, and on the Board of Trustees of Bucknell University.
Bernard Attal. Mr Attal has been a director of the Company since March 28,
1996, when the Board of Directors elected him to the Board. Mr. Attal is a
Director of Heights Advisors, which acts as a financial advisor and a
representative for certain European institutional investors with respect to
their investments in the United States. From 1992 to 1995, Mr. Attal was a Vice
President at Credit Lyonnais Securities. Prior to 1992, Mr. Attal was Chief
Financial Officer of Altus Patrimoine & Gestion, a money management firm. Mr.
Attal is a director of New California Life Holdings, Inc., Culligan Water
Technologies, Inc. and the Florsheim Group, Inc.
Leon D. Black. Mr. Black is one of the founding principals of Apollo
Advisors, L.P., which, together with its affiliates, acts as managing general
partner of Apollo Investment Fund, L.P., AIF II, L.P. and Apollo Investment Fund
III, L.P., private securities investment funds, and Lion Advisors, L.P., which
acts as financial advisor to and representative for certain institutional
investors with respect to securities investments, and of Apollo Real Estate
Advisors, L.P., which serves as managing general partner of the Apollo Real
Estate Investment Funds, private real estate oriented investment funds. Mr.
Black is a director of Converse, Inc., Vail Resorts, Inc., Telemundo Group,
Inc., Culligan Water Technologies, Inc., and Sequa Industries, Inc.
Robert H. Falk. Mr. Falk has been an officer since April 1992 of Apollo
Capital Management, Inc. and Lion Capital Management, Inc., which respectively
act as general partners of Apollo Advisors, L.P. and Lion Advisors, L.P. Mr.
Falk is a limited partner of Apollo Advisors, L.P., which, together with its
affiliates, acts as managing general partner of Apollo Investment Fund, L.P.,
AIF II, L.P. and Apollo Investment Fund III, L.P., private securities investment
funds, and a limited partner of Lion Advisors, L.P., which acts as financial
advisor to and representative for certain institutional investors with respect
to securities investments. Prior to 1992, Mr. Falk was a partner in the law
firm of Skadden, Arps, Slate, Meagher & Flom LLP. Mr. Falk is a director of
Converse, Inc., Culligan Water Technologies, Inc., the Florsheim Group, Inc. and
Salant Corporation.
Richard R. Nicolosi. Mr. Nicolosi has been a Director of the Company since
May 15, 1996 and was President of the Company from May 15, 1996 through February
1, 1998 when he was succeeded as President by Luc Van Nevel and Chief Executive
Officer from May 15, 1996 through May 15, 1998 when he was succeeded by Luc Van
Nevel. Mr. Nicolosi was Senior Vice President of Scott Paper Company. From
1992 to 1994, Mr. Nicolosi was President of Nicolosi & Associates, a privately
owned business consulting firm. From 1969 to 1992, Mr. Nicolosi was employed by
Procter & Gamble in various positions, the latest being President, Pulp and
Paper Sector, Corporate Group Vice President, as well as a member of the
Executive Committee. He is a member of the Advisory Board of Directors of
Domino's Pizza, Inc.
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Mark H. Rachesky, M.D. Dr. Rachesky has been a director of the Company since
1993. Dr. Rachesky is the founder of MHR Capital Partners LP, an investment
fund targeted toward individual investors which invests in distressed
securities, and is currently forming similar investment funds for institutional
investors and off-shore investors. Dr. Rachesky is the principal owner and
manager of MHR Advisors LLC and MHR Management Company LLC, the general partner
and investment manager, respectively, of MHR Capital Partners LP. From February
1, 1990 through June 11, 1996, Dr. Rachesky was employed by Starfire Holding
Corporation, a holding company for Carl C. Icahn's investments, where he served
as senior investment advisor and, for the last three years, as sole Managing
Director, and, in such capacity, acted as Mr. Icahn's chief investment advisor.
Dr. Rachesky has served as a director of Culligan Water Technologies, Inc. since
September 1995 and of Cadus Pharmaceutical Corporation since August 1993. From
June 1987 to January 1990, Dr. Rachesky was employed by an affiliate of the
Robert M. Bass Group, where he was involved in financing and investing activity.
Robert L. Rosen. Mr. Rosen is Chief Executive Officer of RLR Partners, LLC, a
private investment partnership founded in April 1987. Mr. Rosen is a director
of the Municipal Advantage Fund, Inc., Municipal Partners Fund, Inc., Municipal
Partners Fund II, Inc., the Spring Mountain Group, Culligan Water Technologies,
Inc., Dialysis Centers of America, Jewish Television Network, AFP Imaging Corp.,
Paragon Health Networks and WMC Finance Co.
Marc J. Rowan. Mr. Rowan is one of the founding principals of Apollo
Advisors, L.P., which, together with its affiliates, acts as managing general
partner of Apollo Investment Fund, L.P., AIF II, L.P. and Apollo Investment Fund
III, L.P., private securities investment funds, and of Lion Advisors, L.P.,
which acts as financial advisor to and representative for certain institutional
investors with respect to securities investment. Mr. Rowan is also a director
of Culligan Water Technologies, Inc., NRT, Inc., and Vail Resorts, Inc.
Stephen J. Solarz. Mr. Solarz was elected, in 1974, to the House of
Representatives from Brooklyn's 13th Congressional District and was re-elected
eight times. In the House he served on four committees: Foreign Affairs,
Merchant Marine and Fisheries, Intelligence, and the Joint Economic Committee.
Mr. Solarz ranked second in seniority on the House Foreign Affairs Committee,
where he chaired the Subcommittee on Asian and Pacific Affairs. Since his
departure from the House, Mr. Solarz has been: Senior Counselor at APCO
Associates, an international public affairs firm; President of Solarz and
Associates, a global consulting firm; Chairman of the Central Asian American
Enterprise Fund; Vice Chairman of the International Crisis Group; a
Distinguished Fellow at the Carnegie Endowment for International Peace;
Professor of International Affairs at George Washington University; a Member of
the Board of Directors of the Brandeis University Board of Trustees as well as
the National Endowment for Democracy and National Democratic Institute, and a
member of the Council on Foreign Relations and the International Rescue
Committee. Mr. Solarz is a director of Culligan Water Technologies, First
Philippine Fund and IRI International.
COMPLIANCE WITH EXCHANGE ACT REQUIREMENTS
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers and
persons who own more than 10% of a registered class of the Company's equity
securities ("principal stockholders") to file with the Securities and Exchange
Commission (the "Commission") initial reports of ownership and reports of
changes in ownership of equity securities of the Company. Officers, directors
and principal stockholders are required to furnish the Company with copies of
all Section 16(a) forms they file.
To the Company's knowledge, based solely on review of the copies of such
reports furnished to the Company, during fiscal 1998, all section 16(a)
requirements applicable to officers, directors and principal stockholders were
complied with, except that the Form 5 with respect to annual changes in
ownership of equity securities with respect a purchase of 135 shares of common
stock by Mr. Solarz was filed late.
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<PAGE>
ITEM 11. EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the compensation paid or awarded to Richard R.
Nicolosi, Chief Executive Officer ("CEO") of the Company, and the other four
most highly compensated executive officers of the Company during the last fiscal
year (collectively, the "Named Executives") for services rendered in all
capacities for the last three fiscal years.
<TABLE>
<CAPTION>
Long-Term Compensation
Annual Compensation Awards
----------------------------------------------- ----------------------------
Other Restricted
Annual Stock Securities All Other
Salary Bonus Compensation Awards Underlying Compensation
Name/Principal Position Year(b) ($) ($) ($) ($) Options/SARs(#) ($) (h)
- --------------------------- ------- --------- ---------- ------------ ---------- --------------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard R. Nicolosi 1998 $600,000 $ -- $150,000(d) -- -- $ 7,318
Chairman of the Board and 1997 425,000 500,000 112,500(d) 1,095,000(e) 425,532 109,034
Chief Executive Officer 1996 -- -- -- -- --
Thomas J. Leonard(a) 1998 250,000 -- -- -- -- 7,318
President, Samsonite - 1997 250,000 187,500 -- 709,724(f) 98,619 6,316
the Americas 1996 250,000 125,000 -- -- 7,260
Luc Van Nevel(c) 1998 252,313 125,000 -- -- -- 96,726
President and Chief 1997 290,980 275,000 -- 709,724(f) 98,619 102,704
Operating Officer 1996 306,331 153,165 -- -- 31,001
Thomas R. Sandler 1998 200,000 192,000 -- -- -- 7,058
President, Samsonite - 1997 200,000 220,000 -- 709,724(f) 98,619 5,968
the Americas 1996 150,000 100,000 -- -- 6,156
Karlheinz Tretter(g) 1998 168,023 120,000 -- -- -- 15,757
President, Samsonite 1997 192,667 69,710 -- -- 89,448 18,062
Europe and Asia 1996 202,097 79,907 -- -- -- 8,020
</TABLE>
______________________
(a) Effective February 1, 1998, Mr. Leonard left the Company's employment. Mr.
Sandler became President, Samsonite - the Americas in March 1998.
(b) Fiscal year ending January 31.
(c) Mr. Van Nevel's base salary was 9,000,000 Belgian francs for each of the
three fiscal years ended January 31, 1998. His salary, bonuses, and all
other compensation amounts, to the extent denominated in Belgian francs,
have been translated to U.S. dollars at rates of 35.67, 30.93, and 29.38,
francs to the U.S. dollar for the years ended January 31, 1998, 1997, and
1996, respectively.
(d) Consists of amounts paid during the year for a housing allowance at the rate
of $12,500 per month.
(e) The Company issued 60,000 shares of restricted stock to Mr. Nicolosi on May
15, 1996 pursuant to the terms of his employment agreement (see "Employment
Contracts and Termination of Employment and Change-in-Control
Arrangements"). The market value of the stock at May 15, 1996 was $18.25
per share.
(f) Effective as of May 15, 1996, the Company entered into agreements with
Messrs. Leonard, Van Nevel, and Sandler that provide for stock bonuses to
each of them of 38,889 shares of common stock. The market value of the stock
at May 15, 1996 was $18.25 per share. See "Employment Contracts and
Termination of Employment and Change-in-Control Arrangements".
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(g) Mr. Tretter's base salary is 289,000 Deutschemarks (DM) for each of the
three fiscal years ended January 31, 1998. His salary, bonuses, and all
other compensation amounts, to the extent denominated in DM, have been
translated to U.S. Dollars at rates of 1.72, 1.50, and 1.43 DM for the
years ended January 31, 1998, 1997, and 1996, respectively.
(h) Represents the following amounts paid by the Company for the benefit of each
of the Named Executives:
Life
Company insurance
contribution to premium and
Name Year(i) 401(k) Plan excess medical
- ---- ------- --------------- --------------
Mr. Nicolosi...................... 1998 $4,750 $2,568
Mr. Leonard....................... 1998 4,750 2,568
Mr. Van Nevel(ii)................. 1998 -- --
Mr. Sandler....................... 1998 4,750 2,308
Mr. Tretter(ii)................... 1998 -- --
(i) Fiscal year ending January 31.
(ii) Mr. Van Nevel and Mr. Tretter participate in an employee benefit
arrangement available to employees of the Company located in Belgium and
Germany, respectively, which combines retirement and life insurance
benefits based on salary. An amount is contributed by the Company on behalf
of such employees in order to purchase insurance contracts that contain
both a life insurance and retirement pension provision. In fiscal 1998,
$96,726 and $15,757 was contributed on behalf of Mr. Van Nevel and Mr.
Tretter, respectively.
No grants of stock options were made during fiscal 1998 to Named Executives.
The following table discloses, for the Named Executives, information regarding
stock options that were held at January 31, 1998.
FISCAL YEAR END OPTION/SAR VALUES
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Underlying Options/SARs at in-the-money Options/SARs
Shares Acquired Value Fiscal Year-End (#) at Fiscal Year End ($)
Name on Exercise (#) Realized $ Exercisable/ Unexercisable Exercisable/Unexercisable(a)
- ---- --------------- ---------- --------------------------- ----------------------------
<S> <C> <C> <C> <C>
Mr. Nicolosi -- -- 93,085/332,447 1,257,000/4,488,000
Mr. Leonard -- -- 59,171/39,448 1,235,000/823,000
Mr. Van Nevel -- -- 59,171/39,448 1,235,000/823,000
Mr. Sandler -- -- 60,814/37,805 838,000/558,000
Mr. Tretter -- -- 57,002/32,446 494,000/329,000
</TABLE>
(a) Total value of options based on fair market value of common stock of $31.75
as of January 31, 1998. There were no awards under long-term incentive
plans to any Named Executives in fiscal 1998.
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PENSION PLAN TABLE
The U.S. executives are participants in the Samsonite Retirement Income Plan
(the "Samsonite Pension Plan") and the Supplementary Executive Retirement Plan
(the "SERP"). The Samsonite Pension Plan is a qualified defined benefit plan
which provides benefits to the participants retiring at normal retirement age
calculated based on years of service and average compensation (as defined by the
pension plan), net of offsets for Social Security benefits. The SERP, which is a
nonqualified unfunded plan, was adopted on December 1, 1995 and provides to
eligible executives retirement benefits on compensation and benefits in excess
of Internal Revenue Code maximums for qualified plans.
The following table shows the estimated hypothetical annual benefits payable
pursuant to the Samsonite Pension Plan and the SERP to persons retiring at their
normal retirement age in 1997 in specified eligible compensation and years of
service classifications.
Years of Service
-----------------------------------------------
Remuneration 15 20 25 30 35
- ------------ ------- -------- -------- -------- --------
$125,000 $24,499 $ 32,665 $ 40,832 $ 48,998 $ 57,567
150,000 30,124 40,165 50,207 60,248 70,692
175,000 35,749 47,665 59,582 71,498 83,817
200,000 41,374 55,165 68,957 82,748 96,942
225,000 46,999 62,665 78,332 93,998 110,067
250,000 52,624 70,165 87,707 105,248 123,192
300,000 63,874 85,165 106,457 127,748 149,442
400,000 75,124 100,165 125,207 150,248 175,692
450,000 75,124 100,165 125,207 150,248 175,692
500,000 75,124 100,165 125,207 150,248 175,692
550,000 75,124 100,165 125,207 150,248 175,692
600,000 75,124 100,165 125,207 150,248 175,692
Compensation covered by the above Plans is total cash compensation paid,
including any amount contributed under a Section 401(k) plan. The benefits shown
above are payable on a life annuity basis and are not subject to any offset
amounts.
Mr. Nicolosi, Mr. Leonard, Mr. Sandler and Mr. Zezza have accrued 1, 13, 2 and
26 year(s), respectively, of service credit under the Samsonite Pension Plan and
0, 13, 2 and 21 years under the SERP.
EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL
ARRANGEMENTS
Richard R. Nicolosi. The Company entered into an employment agreement,
effective as of May 15, 1996, with Richard R. Nicolosi (the "Nicolosi
Agreement"), pursuant to which Mr. Nicolosi served as President and Chief
Executive Officer of the Company for a two-year term which ended on May 15,
1998.
The Nicolosi Agreement provided Mr. Nicolosi with, among other things, an
annual base salary of $600,000 and an opportunity to receive an annual incentive
bonus of $500,000 (80% of which was guaranteed for the first year) if the
Company attained certain performance goals. In connection with the Nicolosi
Agreement, the Company 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), all of which were vested as of May 15, 1998.
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Also in connection with the performance by Mr. Nicolosi of services pursuant
to the Nicolosi Agreement, the Company agreed to issue to Mr. Nicolosi 60,000
shares of restricted Common Stock (the "Restricted Shares"). The Restricted
Shares vested on May 15, 1998.
Pursuant to a separate agreement with Mr. Nicolosi, the Company sold and
issued to Mr. Nicolosi 55,000 shares of Common Stock at a purchase price of
$18.25 per share (the market price at the date of the sale), or an aggregate
purchase price of $1,003,750.
The Nicolosi Agreement also provided Mr. Nicolosi with participation in
certain employee benefit plans and arrangements on the same basis as other
executive officers of the Company and contained customary provisions regarding
reimbursement of legal fees and business expenses and for reimbursement of
certain other expenses (including a one-time relocation allowance of $100,000
and a housing allowance at the rate of $12,500 per month), and indemnification
with respect to actions taken by Mr. Nicolosi in his capacity as an officer of
the Company.
The Nicolosi Agreement provided that during Mr. Nicolosi's employment with the
Company and for a period of two years thereafter, Mr. Nicolosi will 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 associate with, or make loans or advance property to any person
engaged in or about to engage in, any business activity which is competitive
with any of the businesses engaged in by the Company in any of the geographic
areas in which such businesses have been conducted by the Company during the
last twelve months of his employment. 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 1% of the
issued and outstanding stock of any one such corporation, will not constitute a
violation of the foregoing noncompetition agreement. The Nicolosi Agreement also
limited the amount of additional shares of Common Stock that Mr. Nicolosi can
purchase without the consent of the Board of Directors of the Company, and it
restricted him from becoming involved in proxy contests or takeover proposals
and certain similar activities with respect to the Company except on behalf of
the Company.
Thomas J. Leonard. The Company entered into an employment agreement (the
"Leonard Agreement") with Mr. Leonard, effective as of April 18, 1995. Effective
February 1, 1998, Mr. Leonard left the employment of the Company.
The Leonard Agreement provided for an annual salary of $250,000, adjusted
annually for Consumer Price Index increases, with no adjustment for decreases,
and annual bonuses based on Company and personal performance. The Leonard
Agreement provided that if the Company terminated Mr. Leonard's employment
without Cause (as defined in the Leonard Agreement), or if Mr. Leonard
terminates his employment for Good Reason (as defined in the Leonard Agreement),
then (1) the Company will be required to pay Mr. Leonard an amount equal to the
greater of (a) $500,000 or (b) the product of $41,667 times the lesser of 18 or
the number of months remaining in the term of the Leonard Agreement and (2)
until Mr. Leonard becomes eligible for coverage under another employer's benefit
plans, the Company will allow Mr. Leonard to continue to participate, for the
number of years remaining in the term of the Leonard Agreement, in all Company
benefit plans, provided such participation is permissible under the general
terms and provisions of those plans. The Company paid Mr. Leonard $750,000 upon
Mr. Leonard's departure from the Company on February 1, 1998.
On February 20, 1996, Mr. Leonard was granted options under the Company's 1995
Stock Option and Incentive Award Plan to purchase 98,619 shares of the Company's
Common Stock at a price of $10.875 per share, the market price per share of
Common Stock at the date of grant. The options have a six-year term. The options
are exercisable 20% at the date of grant with the remaining options becoming
exercisable ratably over a four-year period. The options became fully
exercisable upon Mr. Leonard's termination of employment on February 1, 1998 and
expire on January 31, 1999.
Effective as of May 15, 1996, the Company entered into an agreement with Mr.
Leonard that provides for a stock bonus of 38,889 shares of Common Stock (the
"Bonus Shares"), payable if Mr. Leonard remains continually employed by the
Company through the earlier of the third anniversary of the date of the
agreement and the first anniversary of a change of control event; provided that
if Mr. Leonard's employment is terminated prior to such date (i) due to death,
(ii) by the Company other than for "Cause or disability", as defined, or (iii)
by the executive for Good Reason, as defined, then notwithstanding such
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termination of employment, such bonus shall be payable not later than 30 days
following such termination, and the Company will have the option of making such
payment either in the form of Bonus Shares or in cash in an amount equal to the
market value of the Bonus Shares at the time. The Company issued the shares to
Mr. Leonard subsequent to his termination of employment on February 1, 1998.
Luc Van Nevel. The Company has entered into an Executive Management
Agreement, effective February 1, 1998 (the "Van Nevel Agreement") with Mr. Luc
Van Nevel for a term beginning on February 1, 1998 and expiring on January 31,
2002 or until the first to occur of Mr. Van Nevel's resignation, removal, death
or disability. Under the Van Nevel Agreement, Mr. Van Nevel agrees to devote all
necessary business time, energy and skill to the affairs of the Company, except
for time devoted to the affairs of the Company's subsidiaries. The Van Nevel
Agreement provides for an annual base salary of $175,000 and a living allowance
not to exceed $50,000 per year to cover actual expenses incurred to maintain a
second residence in the United States. Mr. Van Nevel is eligible to receive an
incentive bonus of up to $495,000 if the Company and/or Mr. Van Nevel achieve
certain performance goals. Up to $270,000 of the incentive bonus is payable if
the Company achieves various levels of performance. Up to $225,000 of the
incentive bonus is payable if Mr. Van nevel completes certain annual projects
prescribed by the Board. Additionally, the Van Nevel Agreement provides for a
signing bonus of $400,000 if a change of control does not occur prior to January
31, 1999. The signing bonus is payable on the earlier of January 31, 1999 or
such earlier date as the Company terminates the assignment of Goldman, Sachs &
Co. in connection with the possible sale of the Company. A change of control, as
defined for this purpose is (i) any sale, transfer or conveyance of outstanding
stock of the Company pursuant to which any person other than an Excluded Person,
becomes the beneficial owner of more than 50% of the outstanding stock of the
Company or (ii) any sale, transfer or other conveyance of all or substantially
all of the Company's assets to any person other than to an Excluded Person. An
Excluded Person means and includes (i) Apollo Investment Fund, L.P. ("Apollo"),
any of its affiliates, and, so long as Apollo or any 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 ownership of stock of the Company and (iii) the Company or any subsidiary
of the Company. The Van Nevel Agreement provides that upon Mr. Van Nevel's death
or disability, termination by the Company for Cause, or by the Executive for
Good Reason (each as defined in the Van Nevel Agreement), the Company will be
required to pay Mr. Van Nevel all accrued salary and appropriate business
expenses to the date of death or termination and, in the event of death, through
the end of the third calendar month after the month of death. In the event of Mr
Van Nevel's disability which renders him incapable of performing his duties for
a period of more than ninety days, the Company may terminate Mr. Van Nevel's
employment after paying Mr. Van Nevel all accrued salary and appropriate
business expenses. Upon termination by the Company without cause or by Mr. Van
Nevel with Good Reason (as defined in the Van Nevel Agreement), the Company will
be required to pay Mr. Van Nevel (a) all accrued salary and appropriate business
expenses to the date of termination and (b) severance compensation of $500,000.
The Van Nevel Agreement provides that during Mr. Van Nevel's employment with the
Company and for a period of one year thereafter (unless such employment is
terminated by the Company without Cause or by the Executive with Good Reason,
each as defined in the Van Nevel Agreement), he shall not engage in any business
activity that is in substantial competition with any of the businesses engaged
in by the Company in any of the geographic areas in which business is conducted
by the Company during the twelve months preceding the termination of employment.
Owning, as an inactive investor, securities in any competitor corporation listed
on a national securities exchange or publicly traded in the over-the-counter
market, provided said investments do not exceed 1% of the voting stock of such
corporation, will not constitute a violation of the foregoing noncompetition
agreement. On February 1, 1998, Samsonite Europe N.V. entered into an Amended
and Restated Consulting Agreement (the "Consulting Agreement") with Mr. Van
Nevel, which amends and restates a consulting agreement effective January 1,
1990 and amended on January 1, 1992. Under this Consulting Agreement, Mr. Van
Nevel shall be paid an annual consulting fee of 9,000,000 Belgian Francs. The
Consulting Agreement is subject to the termination provisions of the Van Nevel
Agreement.
On February 20, 1996, Mr. Van Nevel was granted options under the Company's
1995 Stock Option and Incentive Award Plan to purchase 98,619 shares of the
Company's Common Stock at a price of $10.875 per share, the market price per
share of Common Stock at the date of grant. The options have a six-year term.
The options are exercisable 20% at the date of grant with the remaining options
becoming exercisable ratably over a four-year period from the date of the grant.
Effective as of May 15, 1996, the Company entered into an agreement with Mr.
Van Nevel that provides for a stock bonus of 38,889 shares of Common Stock (the
"Bonus Shares"), payable if Mr. Van Nevel remains continually employed by
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the Company through the earlier of the third anniversary of the date of the
agreement and the first anniversary of a change of control event; provided that
if Mr. Van Nevel's employment is terminated prior to such date (i) due to death,
(ii) by the Compa ny other than for "Cause or disability", as defined, or (iii)
by the executive for Good Reason, as defined, then notwithstanding such
termination of employment, such bonus shall be payable not later than 30 days
following such termination, and the Compa ny will have the option of making
such payment either in the form of Bonus Shares or in cash in an amount equal to
the market value of the Bonus Shares at the time. The agreement also provides
that if a change of control event occurs, all options to purchase Common Stock
previously granted to Mr. Van Nevel shall vest on the first anniversary of the
date on which such event occurs (to the extent such options shall not have
otherwise vested as of such first anniversary date), so long as Mr. Van Nevel
remains continually employed by the Company through such first anniversary date.
Thomas R. Sandler. The Company has entered into an employment agreement (the
"Sandler Agreement"), with Mr. Sandler, effective as of February 1, 1998.
Pursuant to the Agreement, Mr. Sandler will serve for a four-year term expiring
January 31, 2002, initially as Senior Vice President and Chief Financial Officer
and now as President, Samsonite - the Americas. The Sandler Agreement provides
for an annual salary of $325,000, which may be increased (but not decreased) by
the Company at its discretion. Mr. Sandler is entitled to receive an incentive
bonus of up to $192,500 if the Company and/or Mr. Sandler achieve certain
performance levels. Up to $105,000 of this incentive bonus is payable if the
Company achieves various levels of performance. Up to $87,500 of the incentive
bonus is payable if Mr. Sandler completes certain annual projects prescribed by
the Board. The Sandler Agreement provides for participation in all Company
pension, welfare, savings, and other benefit and insurance plans on the same
basis as other executive officers. The Sandler Agreement provides that if the
Company terminates Mr. Sandler's employment without Cause (as defined in the
Sandler Agreement), or if Mr. Sandler terminates his employment for Good Reason
(as defined in the Sandler Agreement), then (1) the Company will be required to
pay Mr. Sandler an amount equal to the greater of (a) $500,000 or (b) the amount
of the base salary which would have been paid from the date of termination to
the expiration of the Sandler Agreement had it not been terminated and (2) until
Mr. Sandler becomes eligible for coverage under another employer's benefit
plans, the Company will allow Mr. Sandler to continue to participate, for the
number of years remaining in the term of the Sandler Agreement, in all Company
benefit plans, provided such participation is permissible under the general
terms and provisions of those plans. The Sandler Agreement provides that in the
event the agreement continues in effect until the end of its term, and the
Company has not offered continued employment to Mr. Sandler on substantially
similar terms or the parties otherwise fail to reach a mutual agreement for an
extension of Mr. Sandler's employment, the Company will be required to pay Mr.
Sandler $250,000. The Sandler Agreement contains customary provisions regarding
reimbursement of legal fees and certain other expenses, and indemnification with
respect to actions taken by Mr. Sandler in his capacity as an officer of the
Company. The Sandler Agreement provides that during Mr. Sandler's employment
with the Company and for a period of one year thereafter, Mr. Sandler will 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 which is competitive
with any of the businesses then engaged in by the Company in any of the
geographic areas in which such businesses have been conducted by the Company
during the last twelve months of his employment. 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 1% of the issued and outstanding stock of any one such corporation,
will not constitute a violation of the foregoing noncompetition agreement.
On February 20, 1996, Mr. Sandler was granted options under the Company's 1995
Stock Option and Incentive Award Plan to purchase 73,964 shares of the Company's
Common Stock at a price of $12.875 per share, a price above the market value at
the date of grant. The options have a six-year term. The options are exercisable
20% at the date of grant with the remaining options becoming exercisable ratably
over a four-year period from the date of the grant. On October 29, 1996, Mr.
Sandler was granted options under the 1995 Plan to purchase 24,655 shares of the
Company's Common Stock at a price of $35.50 per share, the market value at the
date of grant. The options have a six-year term. One third of the options are
exercisable beginning January 31, 1997 with the remaining options becoming
exercisable ratably over a two-year period from January 31, 1997. With respect
to the October 29, 1996 grant of options, (i) if a change in control event
occurs, the options shall vest on the one-year anniversary of the change in
control event, provided that Mr. Sandler remains employed through such date; and
(ii) if Mr. Sandler's employment is terminated by the Company without Cause or
by Mr. Sandler for Good Reason, all unvested options shall vest.
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Effective as of May 15, 1996, the Company entered into an agreement with Mr.
Sandler that provides for a stock bonus of 38,889 shares of Common Stock (the
"Bonus Shares"), payable if Mr. Sandler remains continually employed by the
Company through the earlier of the third anniversary of the date of the
agreement and the first anniversary of a change of control event; provided that
if Mr. Sandler's employment is terminated prior to such date (i) due to death,
(ii) by the Company other than for "Cause or disability", as defined, or (iii)
by the executive for Good Reason, as defined, then notwithstanding such
termination of employment, such bonus shall be payable not later than 30 days
following such termination, and the Company will have the option of making such
payment either in the form of Bonus Shares or in cash in an amount equal to the
market value of the Bonus Shares at the time. The agreement also provides that
if a change of control event occurs, all options to purchase Common Stock
granted to Mr. Sandler prior to May 15, 1996 shall vest on the first anniversary
of the date on which such event occurs (to the extent such options shall not
have otherwise vested as of such first anniversary date), so long as Mr. Sandler
remains continually employed by the Company through such first anniversary date.
Karlheinz Tretter. The Company entered into an agreement (the "Tretter
Agreement") with Mr. Tretter, effective as of February 1, 1998. Pursuant to the
Tretter Agreement, Mr. Tretter will serve as President of Samsonite GmbH for an
indefinite term and will provide services to various subsidiaries of Samsonite
Europe N.V., until January 31, 2002. The Tretter Agreement provides for an
annual salary of ECU 300,147 (the equivalent of U.S. $325,000 at February
1,1998). Mr. Tretter is entitled to receive an incentive bonus of up to ECU
177,779 (US $192,500 at February 1, 1998) if the Company and/or Mr. Tretter
achieve certain performance levels. Up to ECU 96,971 (US $105,000 at February 1,
1998) of this incentive bonus is payable if the Company achieves various levels
of performance. Up to ECU 80,809 (US $87,500 at February 1, 1998) of the
incentive bonus is payable if Mr. Tretter completes certain annual projects
prescribed by the Board. Mr. Tretter participates in the pension, welfare,
savings, and other benefit and insurance plans of Samsonite GmbH on the same
basis as its other executive officers. The Tretter Agreement provides that if
the Company terminates Mr. Tretter's employment without Cause (as defined in the
Tretter Agreement), or if Mr. Tretter terminates his employment for Good Reason
(as defined in the Tretter Agreement), then the Company will be required to pay
Mr. Tretter an amount equal to the lesser of (i) ECU 462,180 (US $500,000 at
February 1, 1998) and (ii) the base annual salary under the Tretter Agreement
which would have been paid to Mr. Tretter from termination through January 31,
2002. The Tretter Agreement contains customary provisions regarding
reimbursement of legal fees and certain other expenses, and indemnification with
respect to actions taken by Mr. Tretter in his capacity as an officer of the
Company and its subsidiaries. The Tretter Agreement provides that during Mr.
Tretter's employment with the Company and for a period of one year thereafter,
Mr. Tretter will not become active for another company which competes with the
Company in Member States of the European Union.
On February 20, 1996, Mr. Tretter was granted options under the Company's 1995
Stock Option and Incentive Award Plan to purchase 39,448 shares of the Company's
Common Stock at a price of $10.875 per share, the market value at the date of
grant. The options have a six-year term. The options are exercisable 20% at the
date of grant with the remaining options becoming exercisable ratably on January
31, 1997, 1998, 1999 and 2000. On October 29, 1996, Mr. Tretter was granted
options under the 1995 Plan to purchase 50,000 shares of the Company's Common
Stock at a price of $35.50 per share, the market value at the date of grant. The
options have a six-year term. One third of the options are exercisable beginning
January 31, 1997 with the remaining options becoming exercisable ratably over a
two-year period from January 31, 1997. If a change in control event occurs and
Mr. Tretter is terminated for any reason other than for Cause (as defined by the
option agreement), all the options granted shall immediately vest.
1995 STOCK OPTION AND INCENTIVE AWARD PLAN
The Company has reserved 2,550,000 shares for issuance under the 1995 Stock
Option and Award Plan (as Amended in 1996) ("the 1995 Plan") 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 plan. Incentive stock options must be issued at exercise prices no less than
the fair market value of the Common Stock at the date of the grant. Nonqualified
options may be granted at exercise 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 will vest over a period of not more
than ten years as determined by the Compensation Committee.
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At January 31, 1998, options for 2,139,518 shares were outstanding to various
executive officers and other employees under the 1995 Plan at option exercise
prices ranging from $10.875 to $47.875 per share, which prices were greater than
or equal to the market value of the Common Stock as of the date of grant.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No current or former officer of the Company served as a member of the
Compensation Committee.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information about persons known to the
Company to be the beneficial owner of more that 5% of the Common Stock, and as
to the beneficial ownership of the Common Stock by each of the Company's
directors and executive officers and all of the Company's directors and
executive officers as a group, as of April 30, 1998. Except as otherwise
indicated, to the knowledge of the Company, the persons identified below have
sole voting and sole investment power with respect to shares they own of record.
NUMBER OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENT
------------------------------------ ------------------ -------
Apollo Investment Fund, L.P.
c/o Apollo Advisors, L.P.
2 Manhattan Road
Purchase, New York 10577
and
Lion Advisors, L.P. 7,334,859(1) 35.92%
1301 Avenue of the Americas, 38th Floor
New York, NY 10019
Richard R. Nicolosi 738,822(2) 3.54%
c/o Samsonite Corporation
11200 East 45th Avenue
Denver, Colorado 80239
Mark H. Rachesky 75,829 *
Mark Capital Partners
335 Madison Avenue, 26th Floor
New York, New York 10017
Thomas J. Leonard 137,508(3) *
Thomas R. Sandler 62,314(4) *
c/o Samsonite Corporation
11200 East 45th Avenue
Denver, Colorado 80239
Luc Van Nevel 61,171(5) *
c/o Samsonite Europe N.V.
Westerring 17
B-9700 Oudenaarde, Belgium
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NUMBER OF SHARES
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENT
------------------------------------ ------------------ -------
Karlheinz Tretter 58,002(6) *
c/o Samsonite Europe N.V.
Westerring 17
B-9700 Oudenaarde, Belgium
Carlo Zezza 17,650(7) *
c/o Samsonite Corporation
11200 East 45th Avenue
Denver, Colorado 80239
Richard H. Wiley 9,094(8) *
c/o Samsonite Corporation
11200 East 45th Avenue
Denver, Colorado 80239
D. Michael Clayton 8,030(9) *
c/o Samsonite Corporation
11200 East 45th Avenue
Denver, Colorado 80239
Bernard Attal 943 *
1301 Sixth Avenue, 38th Floor
New York, New York 10019
R. Theodore Ammon 829 *
Big Flower Press Holdings, Inc.
3 E. 54th Street, 19th Floor
New York, New York 10022
Leon D. Black 829(10) *
1301 Avenue of the Americas, 38th Floor
New York, NY 10019
Robert H. Falk 829(10) *
1301 Avenue of the Americas, 38th Floor
New York, NY 10019
Robert L. Rosen 829 *
RLR Partners, L.P.
825 Third Avenue, 40th Floor
New York, New York 10022
Marc J. Rowan 829(10) *
1301 Avenue of the Americas, 38th Floor
New York, NY 10019
Stephen J. Solarz 135 *
APCO Associates, Inc.
1615 L Street, N.W., Suite 900
Washington, DC 20036
All Directors and Executive Officers
as a group 1,036,135(11) 4.92%
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*Less than 1.0%
________________________
(1) Includes 3,668,163 shares held by Apollo Investment Fund, L.P. ("Apollo
Investments") and 3,666,696 shares beneficially held by Lion Advisors, L.P.
("Lion") on behalf of an investment account under management over which
Lion has exclusive investment, voting and dispositive power. Lion is
affiliated wit Apollo Advisors, L.P., the general partner of Apollo
Investments.
(2) Includes 60,000 shares of restricted Common Stock issued to Mr. Nicolosi in
connection with his employment arrangement. Includes options to purchase
425,532 shares of Common Stock presently exercisable or exercisable within
60 days of April 30, 1998.
(3) Includes options to purchase 98,619 shares of Common Stock exercisable as
of April 30, 1998.
(4) Includes options to purchase 60,814 shares of Common Stock exercisable as
of April 30, 1998.
(5) Includes options to purchase 59,171 shares of Common Stock exercisable as
of April 30, 1998.
(6) Includes options to purchase 57,002 shares of Common Stock exercisable as
of April 30, 1998.
(7) Includes options to purchase 16,000 shares of Common Stock exercisable as
of April 30, 1998.
(8) Represents options to purchase 9,094 shares of Common Stock exercisable as
of April 30, 1998.
(9) Includes options to purchase 7,830 shares of Common Stock exercisable as of
April 30, 1998.
(10) Includes shares issued under the Directors Stock Plan. Does not include
shares held by Apollo or Lion. Each of Messrs. Falk and Rowan, directors of
the Company, together with Mr. Black, a director of the Company, who is
also a director of Apollo Capital Management, Inc., the general partner of
Apollo Advisors, L.P., and of Lion Capital Management, Inc., the general
partner of Lion, disclaims beneficial ownership of the securities held by
Apollo and Lion.
(11) Excludes shares listed above for Apollo Investment Fund, L.P., and Lion
Advisors, L.P. If such shares were included, the aggregate number of shares
beneficially owned by all directors and executive officers as a group would
be 8,370,994, representing 39.7%.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
None.
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PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULE, AND REPORTS ON FORM 8-K
(b) Reports on Form 8-K.
Form 8-K dated March 24, 1998, May 13, 1998, and May 20, 1998.
Item 5. Other Events
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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 H. Wiley
-----------------------------------------
Richard H. Wiley
Senior Vice President, Chief Financial
Officer and Treasurer
Date: May 29, 1998
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