<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------------------
FORM 8-K
-----------------------
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 29, 1999 (July 28, 1999)
<TABLE>
<CAPTION>
SAMSONITE CORPORATION
- --------------------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
- --------------------------------------------------------------------------------------------
<S> <C> <C>
Delaware 0-23214 36-3511556
- --------------------------------------------------------------------------------------------
(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
- --------------------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
- --------------------------------------------------------------------------------------------
(303) 373-2000
- --------------------------------------------------------------------------------------------
Registrant's telephone number, including area code:
- --------------------------------------------------------------------------------------------
N/A
- --------------------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
</TABLE>
<PAGE>
ITEM 5. Other Events
On July 28, 1999, the Registrant issued the press release filed herewith as
Exhibit 99.1, which is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
---------------------------------
(a) Financial Statements of Business Acquired.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
(c) Exhibits.
Exhibit Number Description
- -------------- -----------
99.1 Press Release issued by Samsonite Corporation on July 28,
1999.
2
<PAGE>
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
----------------------------------
Name: Richard H. Wiley
Title: Chief Financial Officer,
Treasurer and Secretary
Date: July 29, 1999
3
<PAGE>
INDEX TO EXHIBITS
Exhibit Number Description
- -------------- -----------
99.1 Press Release issued by Samsonite Corporation on July 28,
1999.
<PAGE>
Exhibit 99.1
FOR IMMEDIATE RELEASE Contact: Richard Wiley
Samsonite Corporation
(303) 373-6373
APOLLO AND ARTEMIS
------------------
TO INCREASE INVESTMENT IN SAMSONITE
-----------------------------------
DENVER, Colorado, July 28, 1999 - SAMSONITE CORPORATION (NASDAQ:SAMC)
announced today that, in connection with its previously announced rights
offering, Apollo Investment Fund, L.P. has agreed to increase its obligation
to "back-stop" the rights offering, and Artemis America Partnership has agreed
to make up to a $25 million investment in Samsonite.
In April 1999, Samsonite announced plans to commence a $75 million
rights offering to its stockholders to strengthen its capitalization. Under the
terms of the proposed 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 $75 million of common stock. It is
currently contemplated that the rights will be exercisable at price of $6.00 per
share.
As previously announced, Apollo agreed to make a "bridge" investment
equal to the aggregate subscription price of the rights distributable to Apollo
and an affiliate in the rights offering and to "backstop" the rights offering to
the extent that shares are not purchased by other stockholders, subject to a
maximum aggregate subscription by Apollo of $37.5 million. Apollo has now
agreed to increase its backstop obligation by $12.5 million, representing a
maximum aggregate subscription by Apollo of $50 million. Apollo funded its
bridge investment 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.
Artemis America Partnership will make its investment in Samsonite by
purchasing from Apollo, at Apollo's cost, one-half of the shares that Apollo
purchased pursuant to its bridge investment and one-half of any shares that
Apollo is obligated to purchase pursuant to the backstop. Artemis America
Partnership is an affiliate of Artemis SA. Artemis SA is the holding company of
Francois Pinault, a French financier and the controlling shareholder, among
other interests, of Christies', the world's leading fine art auctioneer, and
Pinault-Printemps-Redoute, Europe's number one specialist retailer.
Prior to its bridge investment, Apollo beneficially owned
approximately 34% of Samsonite's outstanding common stock, of which
approximately one-half was held by an affiliate in a managed account pursuant to
the terms of an investment management agreement with Artemis. In connection
with Artemis' new investment, the voting rights with respect to the shares held
in the managed account will be transferred to Artemis.
<PAGE>
Apollo and Artemis have entered into a Stockholders Agreement which,
among other things, provides that Apollo and Artemis will vote their shares in
favor of a specified slate of directors, which includes all current members of
Samsonite's board of directors, plus, at the request of Artemis, an additional
person designated by Artemis. Apollo and Artemis have also agreed to vote any
shares of common stock purchased by them in connection with the rights offering
in proportion to the votes of other stockholders to the extent that their
aggregate beneficial ownership exceeds approximately 34% of Samsonite's
outstanding voting stock.
Luc Van Nevel, President and Chief Executive Officer, stated "We are
pleased by the continuing confidence shown by Apollo in Samsonite and by
Artemis' decision to make a new investment in Samsonite by participating in
Apollo's bridge investment and backstop commitment.
Subject to SEC clearance and further Board action, Samsonite intends
to commence the rights offering during the third quarter of 1999. The rights
offering will be made only by means of a prospectus.
Samsonite is one of the world's largest manufacturers and distributors
of luggage, marketing products under brands such as SAMSONITE, AMERICAN
TOURISTER and LARK.
A registration statement relating to the securities mentioned in this
press release has been filed with the Securities and Exchange Commission but has
not yet become effective. The securities mentioned in the press release may not
be sold nor may offers to buy be accepted prior to the time the registration
statement becomes effective. This press release shall not constitute an offer
to sell or the solicitation of any offer to buy nor shall there be any sale of
the securities mentioned in this press release in any state in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such State.
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 expressed or implied by such forward-looking
statements to not come to pass. These risks, uncertainties and other factors are
described in Samsonite's filings with the Securities and Exchange Commission.
* * * * *
