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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8K
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CURRENT REPORT
Pursuant to Section 13 or 15 (d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
April 12, 1999 (April 9, 1999)
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<CAPTION>
SAMSONITE CORPORATION
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(Exact name of registrant as specified in its charter)
<S> <C> <C>
Delaware 0-23214 36-3511556
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(State or other jurisdiction of (Commission file number) (I.R.S. Employer
incorporation or organization) Identification Number)
11200 East 45th Avenue
Denver, Colorado 80239-3018
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(Address of principal executive offices) (Zip Code)
(303) 373-2000
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Registrant's telephone number, including area code:
N/A
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(Former name or former address, if changed since last report)
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ITEM 5. Other Events
On April 9, 1999, the Registrant issued press releases filed herewith as
Exhibits 99.1, which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
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(a) Financial Statements of Business Acquired.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
(c) Exhibits.
Exhibit Number Description
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99.1 Press Release issued by Samsonite Corporation on April 9, 1999.
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Signatures
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Samsonite Corporation
by: /s/ Richard H. Wiley
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Name: Richard H. Wiley
Title: Chief Financial Officer
Date: April 12, 1999
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INDEX TO EXHIBITS
Exhibit Number Description
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99.1 Press Release issued by Samsonite Corporation on April 9, 1999.
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Exhibit 99.1
FOR IMMEDIATE RELEASE Contact: Richard H. Wiley
Samsonite Corporation
(303) 373-6373
Samsonite Announces Shareholder Litigation Insurance
DENVER, Colorado, April 9, 1999 -- SAMSONITE CORPORATION (NASDAQ:SAMC)
announced today that it has entered into an insurance agreement developed in
conjunction with AON Risk Services of New York and placed with a major insurance
carrier. Under the terms of the insurance agreement, the insurer will assume
responsibility for the defense and ultimate resolution of the shareholder
litigation pending against the Company and related parties. In connection with
the insurance agreement, Samsonite entered into certain agreements and releases
and agreed to make a cash premium payment, net of potential future
reimbursements, to the insurer ranging from an estimated minimum payment of $7.0
million to a maximum payment of $17.5 million depending on the ultimate cost to
defend and resolve the pending litigation. Samsonite expects that substantially
all future costs to defend and resolve all currently pending shareholder
lawsuits against the Company will be covered by the insurance agreement.
Samsonite also announced that it plans to commence a $75 million
rights offering to its stockholders to strengthen its capitalization. Under the
terms of the rights offering, the Company would distribute, on a pro rata basis,
to all of its common stockholders of record as of a date to be determined,
transferable rights to purchase additional shares of common stock. It is
currently contemplated that the rights will be exercisable at price of $6.00 per
share. Affiliates of Apollo Investment Fund, L.P. ("Apollo"), Samsonite's
largest stockholder, have agreed to purchase their full pro rata share of the
common shares offered in the rights offering and to "backstop" the rights
offering by purchasing additional common shares not purchased by other
stockholders, subject to a maximum aggregate subscription by Apollo of $37.5
million.
In order to comply with the Company's bank credit agreement, Apollo
has funded in advance its pro rata subscription amount by purchasing $25.4
million of non-voting convertible junior preferred stock that is the economic
equivalent of 4,235,000 shares of common stock. Subject to SEC clearance and
further Board action, Samsonite intends to commence the common stock rights
offering during the second quarter of 1999. The rights offering will be made
only by means of a prospectus.
As a result of the events subsequent to year end, the Company revised
its estimate of total cost to the Company associated with the pending
shareholder litigation. Accordingly, under applicable accounting rules, the
Company will accrue an additional charge in its fiscal year ended January 31,
1999. Samsonite plans to file its Annual Report on Form 10-K for the fiscal
year ended January 31, 1999 on or about April 19, 1999.
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April 9, 1999
Page 6
Luc Van Nevel, President and Chief Executive Officer, stated "The new
insurance agreement represents yet another important step forward for the
Company in that it will allow Samsonite to focus on business free from the
uncertainty and distractions caused by the shareholder lawsuits."
Samsonite is one of the world's largest manufacturers and distributors
of luggage, marketing products under brands such as SAMSONITE, AMERICAN
TOURISTER and LARK.
Certain statements contained herein constitute "forward-looking
statements" within the meaning of the Private Securities Litigation Reform Act
of 1995. Such forward-looking statements involve numerous assumptions, known
and unknown risks, uncertainties and other factors that may cause actual future
performance or achievements of the Company to be materially different from any
future estimated performance or achievements expressed or implied by such
forward-looking statements. These factors include, among other things,
achieving estimated cost savings while maintaining work flow in the functional
areas affected; completing cost reductions within an estimated time frame;
completion of new product developments within an estimated time frame; general
economic and business conditions, including foreign currency fluctuations; and
competition.
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